1. About Us
Zopi Ltd ("Zopi", "we", "us") is a company registered in England and Wales under company number 14510053. Our registered office is at Unit 115, 40 Gracechurch Street, London, EC3V 0BT.
We provide IT consultancy, managed support, cloud infrastructure, VoIP telephony, cybersecurity, payments technology, hardware recycling, and related services ("Services") to business clients ("Client", "you").
2. Service Agreements
All Services are provided under a written Service Agreement or Statement of Work ("Agreement"), which sets out the specific scope, fees, and terms applicable to those Services. These Terms & Conditions are incorporated into every Agreement by reference.
Where there is any conflict between these Terms and a specific Agreement, the Agreement shall take precedence.
No Agreement is binding until signed by an authorised representative of both parties, or until Zopi has commenced delivery of the Services at the Client's request.
3. Fees & Payment
3.1 Fees are as set out in the applicable Agreement or our current price list, available at zopi.uk/pricing. We reserve the right to update our prices with 30 days' written notice.
3.2 Invoicing. Recurring fees are invoiced monthly in advance. One-off and usage-based charges are invoiced monthly in arrears unless otherwise agreed.
3.3 Payment terms. Invoices are due within 14 days of the invoice date unless otherwise agreed in writing. We accept payment by bank transfer, direct debit, or card.
3.4 Late payment. Overdue invoices accrue interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend Services where invoices remain unpaid beyond 30 days of the due date. We will warn you in writing before doing so. Suspension restricts access to the affected Services; it never involves deleting your data (see clause 10.4).
3.5 VAT. All fees are stated exclusive of VAT unless expressly stated otherwise. VAT will be applied where applicable at the prevailing rate.
3A. Month-to-Month Customers
⚡ This section applies to all clients receiving ongoing services from Zopi without a separately signed service agreement. If you are currently being invoiced monthly by Zopi and have not signed a formal contract, these terms govern your relationship with us.
3A.1 Acceptance of Terms. Where a Client receives Services from Zopi on a rolling monthly basis without a separate signed Agreement, these Terms & Conditions constitute the entire agreement between the parties. By accepting an invoice, continuing to use the Services, or making payment, the Client agrees to be bound by these Terms.
3A.2 Monthly billing. Services are billed monthly in advance. Invoices are issued at the start of each billing period and are due within 14 days of the invoice date. The ongoing provision of Services in any given month constitutes an offer by Zopi, which the Client accepts by making payment or by continuing to use the Services.
3A.3 Cancellation — 30 days written notice required. Either party may terminate the arrangement by giving not less than 30 days' written notice to the other party. Written notice must be sent by email to connect@zopi.uk or by post to Zopi Ltd, Unit 115, 40 Gracechurch Street, London, EC3V 0BT. Verbal notice is not sufficient.
3A.4 Notice period billing. The Client remains liable for all fees due during the 30-day notice period, including any monthly charges that fall within that period. No refund is given for any period of service already paid for.
3A.5 Minimum term. Unless otherwise agreed in writing, there is no minimum contract term for month-to-month Services. However, one-off setup fees, hardware costs, and similar charges are non-refundable once work has commenced.
3A.6 Price changes. Zopi may adjust monthly fees with 30 days' written notice. Continued use of the Services after the effective date of a price change constitutes acceptance of the new fees. If the Client does not agree to the new fees, they may cancel in accordance with clause 3A.3 before the change takes effect.
3A.7 Formalising the arrangement. Zopi may at any time request that the Client sign a formal Service Agreement. Until such time, these Terms apply in full. Zopi recommends that all clients enter a formal Agreement to ensure clarity of scope and service levels.
4. Service Levels & Support
4.1 Applicable response and resolution targets are set out in the relevant Agreement. Where no specific SLA is agreed, Zopi will use reasonable endeavours to respond to support requests within one business day.
4.2 Standard support hours are Monday to Friday, 09:00–17:30 (excluding UK public holidays), unless a premium or out-of-hours plan has been agreed.
4.3 Zopi does not guarantee uninterrupted availability of any third-party service, cloud platform, or telecommunications infrastructure, but will act promptly to report and escalate issues to relevant providers.
5. Client Responsibilities
The Client agrees to:
5.1 Provide Zopi with timely access to systems, personnel, and information reasonably required to deliver the Services.
5.2 Maintain appropriate data backups. Zopi is not responsible for data loss arising from the Client's failure to maintain backups, except where loss results directly from Zopi's negligence.
5.3 Notify Zopi promptly of any changes to the Client's infrastructure, systems, or personnel that may affect the delivery of Services.
5.4 Ensure that all usernames, passwords, and access credentials provided to Zopi are kept confidential and are revoked promptly upon termination.
5.5 Use all Services in accordance with applicable law and not for any unlawful, abusive, or fraudulent purpose.
6. VoIP & Telephony
6.1 VoIP services are dependent on a suitable internet connection. Zopi is not responsible for call quality issues arising from inadequate bandwidth or third-party network problems.
6.2 Telephone numbers allocated to the Client remain the property of the relevant telecoms provider and may not be transferred without prior notice and applicable porting charges.
6.3 The Client is responsible for ensuring emergency services (999) can be accessed and for maintaining accurate location information with Zopi for all registered lines.
6.4 Call recording, where enabled, is the responsibility of the Client to operate in compliance with UK GDPR, the Regulation of Investigatory Powers Act 2000, and any other applicable legislation.
7. Hardware & Equipment
7.1 Where Zopi supplies hardware, title passes to the Client only upon receipt of full payment. Risk passes on delivery.
7.2 Hardware supplied by Zopi carries the manufacturer's warranty. Zopi will assist with warranty claims but is not itself the warrantor unless expressly stated.
7.3 Hardware Recycling. Where Zopi collects hardware for recycling or disposal, the Client warrants that all data has been removed or consents to secure data destruction by Zopi. Zopi issues a Certificate of Destruction on request. Title to recycled hardware passes to Zopi on collection unless otherwise agreed.
8. Intellectual Property
8.1 All intellectual property created by Zopi in the delivery of Services (including scripts, tools, documentation, and custom software) remains the property of Zopi unless expressly assigned in writing.
8.2 The Client retains ownership of all data, content, and materials provided to Zopi. The Client grants Zopi a limited licence to use such materials solely for the purpose of delivering the Services.
8.3 Neither party shall use the other's brand, name, or logo without prior written consent, except as required to deliver the Services.
9. Confidentiality
Each party agrees to keep the other's confidential information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law or regulation. This obligation survives termination of any Agreement for a period of three years.
10. Data Protection
10.1 Both parties shall comply with all applicable data protection legislation, including UK GDPR and the Data Protection Act 2018.
10.2 Where Zopi processes personal data on behalf of the Client, Zopi acts as a data processor and the Client acts as the data controller. A Data Processing Agreement (DPA) is available on request and is incorporated into any Agreement where applicable.
10.3 Zopi's full Privacy Policy is available at zopi.uk/privacy and sets out how we process personal data in connection with our own operations.
10.4 Your data on Zopi's servers. Data the Client stores on Zopi's servers and infrastructure, including backups of it, belongs to the Client. The Client has full access to its servers and backups, and Zopi will provide a full copy of them on request. Zopi will never delete the Client's data, or withhold it, as a way of recovering unpaid fees. Where Services are suspended under clause 3.4, access may be restricted until the outstanding balance is paid, and is restored in full once it is.
10.5 Data on termination. When an Agreement ends, Zopi will provide the Client with a full copy of its data and backups held on Zopi's servers. Zopi keeps that data for 30 days after termination so it can be collected, then securely deletes it unless agreed otherwise in writing. Further help moving Services to a new provider is provided under clause 12.3.
11. Limitation of Liability
11.1 Nothing in these Terms limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
11.2 Subject to clause 11.1, Zopi's total aggregate liability to the Client in respect of any Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Zopi in the 12 months preceding the event giving rise to the claim.
11.3 Neither party shall be liable for any indirect, consequential, special, or punitive losses, including loss of profit, loss of data, loss of business, or loss of anticipated savings, even if advised of the possibility of such losses.
12. Term & Termination
12.1 Agreements continue for the term specified therein. Where no term is specified, either party may terminate by giving 30 days' written notice. Month-to-month customers should also refer to clause 3A above.
12.2 Either party may terminate an Agreement immediately by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of written notice, or becomes insolvent, enters administration, or ceases to trade.
12.3 On termination, all outstanding fees become immediately due and payable. Zopi will provide reasonable assistance with transitioning Services to a new provider, subject to payment of applicable fees.
12.4 Early termination. Where the Client terminates a fixed-term Agreement before its natural expiry, Zopi reserves the right to charge the remaining fees for the unexpired term as a cancellation fee, except where Zopi is in material breach.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including natural disasters, acts of government, power failures, internet outages, or third-party provider failures, provided that the affected party notifies the other promptly and uses reasonable endeavours to mitigate the impact.
14. Subcontracting & Assignment
Zopi may subcontract any part of the Services to qualified third parties but remains responsible for the performance of those subcontractors. The Client may not assign any Agreement without Zopi's prior written consent.
15. Amendments
Zopi may update these Terms from time to time. We will provide at least 30 days' notice of material changes via email or our website. Continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms.
16. Governing Law
These Terms and all Agreements are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17. Contact
For any queries regarding these Terms, please contact:
Zopi Ltd
Unit 115, 40 Gracechurch Street, London, EC3V 0BT
Email: connect@zopi.uk
Phone: 0204 502 1288