Terms of Service

1. Definitions

"ZeroTwo Cloud" means ZeroTwo Cloud Ltd, a company registered in England and Wales, with its registered office at 8 Burney Ln, Birmingham B8 2AH.

"Client" means the business or individual engaging ZeroTwo Cloud for services.

"Services" means the managed cloud infrastructure, migration, DevOps, cost optimisation, monitoring, and security services described on this website and in any statement of work.

"Agreement" means these terms together with any statement of work, order form, or service schedule agreed in writing between the parties.

2. Scope of services

ZeroTwo Cloud provides managed infrastructure services as described in the relevant service tier or statement of work. The specific scope, platforms covered, and response time commitments are confirmed in writing at the outset of each engagement.

Services are provided to businesses. We do not contract with consumers under the Consumer Rights Act 2015 in the course of our managed cloud engagements.

We reserve the right to decline or discontinue services where a client's environment presents unacceptable security risks to third parties, or where the engagement falls outside our current service capability.

3. Fees and payment

Monthly retainer fees are invoiced in advance on the first business day of each calendar month. Invoices are payable within 14 days of the invoice date. Payment is accepted by bank transfer to the account details stated on the invoice.

One-time project fees (such as migration or audit engagements) are invoiced as agreed in the relevant statement of work — typically 50% on commencement and 50% on completion.

Fees are stated exclusive of VAT. ZeroTwo Cloud Ltd is VAT registered. VAT will be added to invoices at the prevailing UK rate where applicable.

Late payment may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate. We reserve the right to suspend services where payment is more than 21 days overdue, after written notice.

Cloud platform costs (AWS, Azure, GCP) are billed directly to the client by the cloud provider and are not included in ZeroTwo Cloud fees unless otherwise stated in writing.

4. Term and termination

Managed retainer engagements have an initial minimum term as stated in the agreement (typically three months). After the initial term, either party may terminate by giving 30 days' written notice.

Either party may terminate immediately in writing if the other party: commits a material breach that is not remedied within 14 days of written notice; enters administration, liquidation, or becomes insolvent; or ceases trading.

On termination, ZeroTwo Cloud will provide reasonable assistance with handover for up to 10 business days. Fees incurred up to the termination date remain payable.

5. Client responsibilities

The client agrees to:

• Provide timely access to cloud accounts, credentials, and documentation necessary for service delivery
• Designate a technical point of contact who can make decisions about the infrastructure
• Notify ZeroTwo Cloud promptly of any changes to the environment that may affect service delivery
• Not make unapproved changes to managed infrastructure that could disrupt services or create security risks
• Maintain valid licences for all software running in the managed environment
• Pay all invoices in accordance with clause 3

6. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with the Agreement, and not to disclose it to third parties without prior written consent, except as required by law or regulation.

This obligation continues for three years after the end of the engagement.

7. Data protection

Where ZeroTwo Cloud processes personal data on behalf of the client in the course of providing services, the parties will enter into a data processing agreement in accordance with UK GDPR Article 28. Our Privacy Policy governs personal data ZeroTwo Cloud holds as a data controller (for example, contact details of client representatives).

8. Intellectual property

Any IP owned by either party prior to the engagement remains with that party. Where ZeroTwo Cloud develops custom scripts, configurations, or tooling as part of a client engagement, ownership is as specified in the statement of work. In the absence of a specific agreement, such materials are licensed to the client for their own use, non-exclusively and without sublicensing rights.

9. Liability

ZeroTwo Cloud will perform services with reasonable skill and care. We do not guarantee specific uptime or performance outcomes unless an SLA is explicitly included in the written agreement.

Our total liability to the client for any claim arising from or in connection with the Agreement (whether in contract, tort, or otherwise) is limited to the total fees paid by the client in the three months immediately preceding the event giving rise to the claim.

Neither party will be liable to the other for indirect or consequential loss, loss of profit, loss of data, or loss of business, even if advised of the possibility of such loss.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.

10. Force majeure

Neither party will be in breach of the Agreement or liable for any delay or failure to perform obligations where such delay or failure results from circumstances beyond their reasonable control, including but not limited to: internet or cloud provider outages, natural disasters, strikes, or government actions. The affected party will give prompt written notice and use reasonable efforts to minimise the impact.

11. Governing law and disputes

These terms and any Agreement are governed by the law of England and Wales. The parties agree that the courts of England and Wales have exclusive jurisdiction to resolve any disputes arising from or in connection with the Agreement.

Before initiating formal proceedings, the parties agree to attempt to resolve disputes informally by written correspondence. If not resolved within 30 days, either party may escalate to formal proceedings.

12. Amendments

We may update these terms from time to time. The current version will always be published at zerotwocloud.com/terms-of-service.html with the date of last update. Changes apply to new engagements from the date of publication. Existing clients will be notified of material changes with at least 30 days' notice.

13. Entire agreement

These terms together with any statement of work or service schedule constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, representations, and agreements.

14. Contact

For contractual queries:

ZeroTwo Cloud Ltd
8 Burney Ln, Birmingham B8 2AH, United Kingdom
[email protected]