Zylpha Ltd: Licence Agreement

1. Definitions


the Order and the terms and conditions set out in this Licence Agreement.

“Bundling Services”

means the provision of software to digitally combine documents from a variety of formats into a single paginated and indexed portable document format (pdf) document.


means the fee charged for the Licence, which is calculated by reference to the Licence Type as follows:

  1. In the case of a “Solo” Licence Type by reference to the annual or monthly charge specified on the Order.


means the person, firm or company named in the Order as the Client.

“Cloud-Based Services”

means provision of any of the Services where such Services are either wholly hosted by Zylpha or made available by Zylpha and delivered by means of the internet.

“Confidential Information”

means all trade  secret and confidential or proprietary information of either party, including (without limitation) all information, data, drawings, specifications, documentation, software listings, source or object code which Zylpha may have imparted  and may from time to time impart to the Client relating to the Software.

“Designated Payment Method”

means the form of payment successfully presented by the Client at the Effective Time in order to pay for the Services.

“Effective Time”

means the time and date at and on which the Client first creates an account for any  Cloud-Based Service.

“Free Service”

means any service (including a Licence) that Zylpha makes available to any Client free of Charges and including any service offered as a free trial.


means the licence granted by Zylpha to the Client under the terms of clause 2 (Use of Software) as part of the Services.

“Licence Type"

means the type of licence being supplied to the Client and as referred to on the Order.


means the form of order supplied to the Client by or on behalf of Zylpha in relation to the  Software, and whether in digital or paper form, and which specifies the Services to be provided by Zylpha.


means Bundling Services as specified on the Order.


means all software supplied by Zylpha to the Client in connection with the Services and as referred to on the Order and any upgrades to or enhancements of the Software.

“Subsequent Period"

In the case of an annual subscription means the period of time spanning twelve (12) consecutive calendar months starting at the Effective Time orIn the case of a monthly subscription means the period of one (1) calendar month starting at the Effective Time.


means the computer systems owned and/or operated by the Client solely  for the purposes of its business.


Means the minimum duration of this agreement (if any) specified in the Order.

In relation to the Support Service:


has the meaning given in Schedule 1.

“Maintenance Contact"

means a person or role nominated in writing by the Client for the purposes of reporting the Client’s requirements for the Support Service and for other agreed support for the Software.

“Support Service"

as defined in Schedule1.

2. Use of software

3. Charges and basis of charging

4. Maintenance and upgrades

5. Intellectual property rights

6. Warranties and liability

7. Marketing

8. Confidentiality

9. Compliance with Law

10. Force majeure

11. Termination

12. Assignment

13. Waiver

14. General

Schedule 1: Support Service

1. Definitions

The following definitions apply in this schedule.

Business Day: a period of time between 9am and 5.30pm Monday to Friday excluding national and public holidays in England.

Commercially Reasonable Efforts: the same degree of priority and diligence with which Zylpha meets the support needs of its other similar customers.

Client Cause: any of the following causes:

a) any improper use, misuse or unauthorised alteration of the Software by the Client;

b) any use of the Software by the Client in a manner inconsistent with the then-current Documents;

c) modification of the Software by, or on behalf of, the Client or any third party or the merger of the Software (in whole or inpart) with any other software;

d) failure of any hardware, any network, cabling,peripheral or telecommunication equipment or the effect of lightning or any electricalfault;

e) operation of the Software by individuals who had not received appropriate training and achieved any standard reasonably required by Zylpha;

f) failure by the Client to implement recommendations in respect of the Software or rectification of Faults previous supplied by Zylpha;

g) the use by the Client of any hardware or software inassociation with the Software not approved in writing by Zylpha; or

h) the use of a non-current version or release of the Software.

Documents: any documents, instructions or specifications provided by Zylpha in connection with the Software;

Fault: any failure of the Software to operate in all material respects in accordance with the agreement, including any failure orerror referred to in the Service Level Table.

Help Desk Support: support provided by help desk technicians.

Level 1 Response: means a meaningful initial response to the Client including (but not limited to) an initial triage, diagnosis, suggested action by the Client, planned action by Zylpha or other assessment based on the facts reported.

Level 2 Response: means a resolution, workaround or plan to address the Fault within the applicable timescales after the Level 1 Response time has elapsed but excluding delays caused by incomplete or delayed information from the Client.

Maintenance Contact: has the meaning given in the Agreement.

Out-of-Scope Services: any services provided by Zylpha in connection with any apparent problem regarding the Software reasonably determined by Zylpha not to have been caused by a Fault, but rather by a Client Cause or a cause outside Zylpha's control (including any investigational work resulting in such a determination).

Service Level Table: the table set out in paragraph 5 of this Schedule 1.

Software: has the meaning given in the Agreement.

Solution: either of the following outcomes:

a) correctionof a Fault; or

b) a workaround in relation to a Fault (including a reversal of any changes to the Software if deemed appropriate by Zylpha) that does not materially change the Software.

Support Charges: additional charges (if any) levied or incurred in relation to the Support Service.

Support Hours: between 9am and 5.30pm Monday to Friday excluding national and public holidays in England.

Support Period: the term of the Agreement.

Support Request: a request made by the Client in accordance with this Schedule 1 for support in relation to the Software, including correction of a Fault.

Support Service: maintenance of the then-current version or release of the Software, including Help Desk Support, but excluding any Out-of-scope Services.

2. Support Service

3. Fees

4. Submitting support requests and access

5. Response obligations of Zylpha in connection with the Support Service

Faults will be categorised as set out in the table below by Zylpha in its reasonable opinion at the time each Fault is reported.

Zylpha may subsequently change the priority of such a Fault if it is reasonable to do so in the circumstances

Fault Category

Fault Description


A problem which would make the System inoperable or unworkable eg persistent System crash


A problem which would make the System operationally inconvenient in use e.g. System becoming unresponsive for extended periods of time


A problem which is inconvenient but does not reduce the System's operational capacity e.g. delay moving between screens.


A problem of a minor nature e.g. enhancement request.

Zylpha shall use all reasonable endeavours to provide a response, resolution, workaround or plan to address the Fault within the following applicable timescales:

Fault Category



Level 1 Response: 4 working hours  
Level 2 Response: 2 Business Day  


Level 1 Response: 1 Business Day  
Level 2 Response: 3 Business Days  


Level 1 Response: 1 Business Day
Level 2 Response: 20 Business Days  


Level 1 Response: 5 Business Days  

2. The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the response times.

3. Zylpha shall give the Client regular updates ofthe nature and status of its efforts to correct any Fault.

6. Escalation

Schedule 2: Data Protection

1.1 Both the Client and Zylpha will comply with all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation; the Data Protection Act 2018; and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) asamended (Data Protection Legislation). This paragraph 1.1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.2 Both the Client and Zylpha acknowledge that, for the purposes of the Data Protection Legislation, the Customer is the controllerand the Supplier is the processor.

1.3 Without prejudice to the generality of paragraph 1.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Zylpha for the duration and purposes of this Agreement.

1.4 Without prejudice to the generality of paragraph 1.1, Zylpha shall, in relation to any personal data processed in connection with the performance by Zylpha of its obligations under this Agreement:

a) process that personal data only in accordance with the provisions of this Agreement or otherwise on the documented written instructions of the Client unless Zylpha is required by applicable laws to otherwise process that personal data;

b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

d) not transfer any personal data outside of the European Economic Area unless the  express agreement of the Client has been obtained from time to time.

e) at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the personal data; and

f) maintain complete and accurate records and information to demonstrate its compliance with its obligations under this Schedule 2 and immediately inform the Client if, in the opinion of Zylpha, an instruction infringes the Data Protection Legislation.

1.5 The Client consents to Zylpha appointing such third-party processor or processors as shall be specified on Zylpha’s website from time to time as third-party processor of personal data under this Agreement in connection with conversion of non-pdf documents into pdf documents. Zylpha confirms that it has entered into, or (as the case may be) will enter into, with any such third-party processor a written agreement which Zylpha confirms reflects and will continue to reflect the requirements of the Data Protection Legislation.

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