Terms & Conditions

1. Definitions

In these Terms & Conditions:

• "Service" means the diagnostic, troubleshooting, analysis, guidance, remote-support, platform access and related services provided by ZeroCallout via our website, applications or otherwise.
• "User", "you", "your" means the individual or entity accessing or using the Service.
• "Content" means any code, scripts, reports, diagnostic logs, recommendations, documentation, multimedia, data or other material provided as part of the Service.
• "Platform" means the website, servers, portals, applications, tools and interfaces provided by ZeroCallout through which the Service is offered.
• "Subscription" means any plan, package or recurring payment arrangement under which you access the Service.
• "Agreement" means these Terms & Conditions.

2. Scope of Service

2.1 ZeroCallout agrees to use commercially reasonable efforts to provide the Service to you, in accordance with these Terms.

2.2 The Service may include but is not limited to: remote diagnostic guidance for electronic automatic systems, step-by-step troubleshooting instructions, evaluation of user-submitted data/logs, provision of reports or recommendations, and access to the Platform for submitting queries.

2.3 You acknowledge that our Service is purely advisory and diagnostic in nature. We do not (unless explicitly agreed in writing) guarantee repair, replacement of equipment, elimination of faults, or that any particular outcome will be achieved.

2.4 You are responsible for providing accurate, complete and up-to-date information and for following safe practices. You further warrant you have the necessary rights, permissions, and legal authority to submit any relevant system data, logs or information for analysis.

3. User Obligations & Acceptable Use

3.1 You shall use the Service and Platform only for lawful purposes, in compliance with all applicable laws and regulations.

3.2 You shall not:

• attempt to interfere with the Platform's security or integrity;
• attempt to gain unauthorised access to other users' accounts, systems, or data;
• misuse the Service in a way that could damage, disable, overload or impair the Platform or Service;
• submit false, misleading or malicious data, logs or system parameters;
• use the Service to carry out any unlawful or hazardous activity.

3.3 You shall maintain the confidentiality of your account access credentials and promptly notify us of any unauthorised access or security breach.

4. Intellectual Property Rights

4.1 All intellectual property rights in the Platform, Service, Content, trademarks, trade-names, logos, software and materials provided by ZeroCallout (or its licensors) are owned by or licensed to ZeroCallout, and are hereby reserved.

4.2 You are granted a non-exclusive, non-transferable, revocable licence to access and use the Service (and Content provided to you) in accordance with these Terms, solely for your internal business or personal use (as applicable).

4.3 You shall not reproduce, copy, distribute, modify, create derivative works from, publicly display or exploit for commercial gain any part of the Platform, Service or Content without our prior written consent.

4.4 If you provide any suggestions, feedback, alterations or modifications to the Platform or Service, you grant ZeroCallout a perpetual, worldwide, royalty-free licence to use, adapt, implement and commercialise such feedback.

5. Fees, Payment & Subscription Terms

5.1 You shall pay all fees for the Service as set out in your subscription plan or invoice. All amounts are exclusive of applicable taxes, unless otherwise stated.

5.2 Unless otherwise specified, subscription fees are billed in advance, and recurring payments will continue until terminated according to Section 10.

5.3 If a payment is not received by its due date, we reserve the right to suspend or terminate your access to the Service without liability to you. Late payment may also incur interest at a rate as permitted by law.

5.4 Unless otherwise indicated, fees are non-refundable. If there is a problem with the Service, please contact us; we may at our discretion provide (partial) credit or refund, but we are under no obligation to do so.

6. Disclaimer of Warranties

6.1 You expressly acknowledge and agree that:

• the Service is provided "as is" and "as available";
• we make no representation or warranty of any kind (express or implied) regarding the completeness, accuracy, reliability, suitability or availability of the Service or Content;
• we do not warrant that the Service or Platform will be uninterrupted, error-free or completely secure.

6.2 Any recommendations or advice provided via the Service are based on the information you supply and general diagnostic/troubleshooting practices. You assume all risk of acting upon such advice. ZeroCallout shall not be responsible for any loss, damage, cost or expense arising from your reliance on the Service or implementation of any recommendations.

7. Limitation of Liability

7.1 To the maximum extent permitted by law, in no event shall ZeroCallout (or its officers, directors, employees, agents or affiliates) be liable to you or any third party for any:

• indirect, incidental, special, consequential or punitive damages;
• loss of profits, revenue, data, goodwill, anticipated savings or business opportunity;
• damage to systems, equipment or software arising out of or in connection with the Service.

7.2 Our aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the total fees paid by you to us during the preceding twelve (12) months.

7.3 Nothing in this Section 7 shall exclude or limit liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited under applicable law.

8. Confidentiality & Data Protection

8.1 Each party (the "Receiving Party") shall keep confidential all information of a confidential nature (whether written or oral) disclosed by the other party (the "Disclosing Party"), other than information which is or becomes public through no fault of the Receiving Party.

8.2 You agree that any data, system logs or diagnostic information you submit to ZeroCallout may be stored, processed and analysed by us in accordance with our Privacy Policy.

8.3 You warrant that you have the lawful right to provide such data to us and that the data does not infringe any third-party rights.

8.4 We shall handle personal data in accordance with applicable data protection legislation (for example, UK GDPR or US CCPA) and our Privacy Policy, which is incorporated by reference into these Terms.

9. Third-Party Services & Links

The Service may involve or incorporate third-party software, services, platforms, websites or notifications ("Third-Party Services"). Your use of such Third-Party Services is subject to the terms and conditions of the relevant provider. ZeroCallout is not responsible or liable for the performance, availability or security of any Third-Party Services.

10. Term, Termination & Suspension

10.1 These Terms commence on the date you first use or access the Service and shall continue until terminated.

10.2 You may terminate your Subscription at any time in accordance with the cancellation terms in your plan. Upon termination your access to the Service will terminate, and you remain liable for all fees due up to the date of termination.

10.3 ZeroCallout may suspend or terminate your access, at our discretion and without liability, if you breach these Terms, fail to pay fees, or pose a security risk.

10.4 On termination:

• the licences granted under Section 4 will end;
• you must cease use of the Service and delete any copies of Content as instructed by us;
• clauses which by their nature are intended to survive termination (including Sections 4, 6, 7, 8, 11, 12, 14 and 15) shall remain in force.

11. Modification of Service & Terms

11.1 We reserve the right to modify, suspend or discontinue the Service (or any part thereof) at any time, with or without notice.

11.2 We may update or revise these Terms from time to time. If the changes are material, we will endeavour to give you notice (e.g., via email or Platform notification). Your continued use of the Service after the effective date of the modified Terms constitutes your acceptance of those updated Terms.

12. Payment Processing & Taxes

12.1 All fees are exclusive of any taxes, duties or levies imposed by relevant authorities. You shall be responsible for payment of all such taxes (other than taxes based on our net income).

12.2 Payment processing is handled by our payment processor(s). You agree to provide valid payment information and authorise charges made in accordance with your Subscription. You will pay all applicable fees even if you downgrade or cancel later, unless otherwise stated in your plan.

13. Warranty & Indemnity

13.1 You warrant that:

• you have full legal capacity to enter into these Terms;
• the information you provide is accurate, true and complete;
• you will not use the Service for any unlawful or fraudulent purposes.

13.2 You indemnify and hold harmless ZeroCallout (and its officers, directors, employees, agents and affiliates) from and against any claims, liabilities, damages, losses, costs or expenses (including reasonable legal fees) arising out of or in connection with: (i) your breach of these Terms; (ii) your negligence, wilful misconduct or misuse of the Service; or (iii) your violation of any third-party rights.

14. Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms (except payment) due to events beyond its reasonable control, including acts of God, war, terrorism, riot, epidemic, pandemic, natural disaster, outage of telecommunications or internet services, governmental acts or decrees ("Force Majeure Event"). The affected party shall promptly notify the other and use reasonable efforts to resume performance.

15. Governing Law & Dispute Resolution

15.1 These Terms shall be governed by and construed in accordance with the laws of the United Kingdom.

15.2 Any dispute, controversy or claim arising out of or relating to these Terms or the Service shall be resolved as follows: first by good-faith negotiation between the parties; if unresolved within thirty (30) days, then in the courts of the United Kingdom.

15.3 If any part of this Section 15 or these Terms is found to be void, unenforceable or invalid (other than Section 7.3), that part will be severed and the remainder of the Terms shall continue in full force and effect.

16. Severability, Waiver & Assignment

16.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in effect.

16.2 No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

16.3 You may not assign or transfer your rights or obligations under these Terms without our prior written consent. ZeroCallout may assign, transfer or subcontract its rights or obligations under these Terms at any time, in its discretion.

17. Notices

17.1 All notices, consents, demands or other communications under these Terms must be in writing and delivered by email to the addresses specified on our Platform or as otherwise designated by the parties.

17.2 For ZeroCallout, notices should be addressed to: info@zerocallout.com or support@zerocallout.com.

17.3 Notices are deemed given: (i) when delivered, if by hand or courier; (ii) one business day after sending by email (provided correct address); (iii) five business days after posting.

18. Entire Agreement

These Terms, together with any Schedule, Order Form, Subscription Plan, Statement of Work or other document expressly incorporated by reference, constitute the entire agreement between you and ZeroCallout regarding the Service and supersede all prior or contemporaneous agreements, understandings or communications, whether written or oral.

19. Feedback & Promotional Use

19.1 We welcome your feedback and suggestions on the Service. If you provide any feedback, you grant ZeroCallout a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce and publicly display such feedback for any purpose (including marketing).

19.2 You grant us permission to refer to you by name, logo and service usage (subject to any specific agreement otherwise) in our marketing or promotional materials.

20. Prohibited Territories & Export Control

Without limiting Section 3, you shall not use the Service from or for the benefit of any country or entity to which export or re-export control laws or trade sanctions apply. You warrant you are not located in, under the control of, or a resident of any such country or entity.