Terms of business

1. Parties

These terms apply between ZED GROUP LTD, trading as zedConsulting ("we", "us"), of 20-22 Wenlock Road, London N1 7GU, and the client named on the relevant order or proposal ("you"). Where a signed agreement or statement of work conflicts with these terms, that document takes precedence.

2. Services

We provide Zoho consultancy and development services, including Deluge scripting, custom functions, Client Script, integrations, Zoho Creator applications, data migration, AI integration, code review and ongoing support. The specific work is described in the quote, proposal or task agreed with you.

3. Quotes and how work is billed

• Every task is quoted before work starts, giving an estimated number of hours.
• Work is then delivered and billed on a time and materials basis - you pay for the hours actually used.
• If a task looks likely to exceed its estimate, we stop and come back to you before continuing.
• Fixed-price arrangements are available for well-defined scopes and will be stated expressly as fixed.
• All fees are exclusive of VAT unless stated otherwise.

4. zedPlan credits

zedPlan is our prepaid arrangement. You purchase a block of hours (the first block is currently £2,050, equivalent to three days of consultancy) and draw it down task by task, in units as small as one hour. Credits are charged at 10% below our standard day rate. Unused credits roll forward. Credits are non-refundable but remain available for 12 months from purchase, and can be used across any of our services.

5. Trial engagement

Our trial offer of four hours of development for £395 plus VAT is intended for new clients, is limited to one per organisation, and carries no obligation to purchase further work.

6. Your responsibilities

• Providing timely access to the Zoho environments, sandboxes and third-party systems needed for the work.
• Nominating someone able to answer questions and sign off testing.
• Maintaining your own Zoho subscriptions, third-party licences and API keys.
• Ensuring you have the right to give us access to any data we will process.

7. Testing, acceptance and change

Unless agreed otherwise, development takes place in a sandbox and is released to your live environment only after you have tested it. Requests that alter agreed scope are treated as new tasks and quoted accordingly.

8. Intellectual property

On payment in full, you own the bespoke code we write for you; it resides in your Zoho account and you may take it elsewhere at any time. We retain ownership of our pre-existing tools, libraries, methods and know-how, and grant you a perpetual, non-exclusive licence to use any of it embedded in your deliverables.

9. Confidentiality and data protection

Each party will keep the other's confidential information confidential. We will sign your NDA on request, before you share anything sensitive. Where we process personal data on your behalf we do so as processor under your instructions; see our privacy notice for details.

10. AI services

Where work involves third-party AI providers, those services are used under your own accounts and keys and are subject to the provider's own terms. We are not responsible for the accuracy of model output; we will design the integration, agree the data flow with you in writing, and recommend appropriate human review.

11. Payment terms

zedPlan blocks and trial engagements are payable in advance. Other invoices are payable within 14 days of invoice date. We may suspend work on overdue accounts and charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

12. Warranty

We will perform the services with reasonable skill and care. If code we have written fails to work as agreed, tell us within 14 calendar days of release and we will correct it at no charge. This does not cover changes made by others, changes in third-party APIs or Zoho platform changes outside our control.

13. Liability

Neither party excludes liability where it cannot lawfully do so. Subject to that, we are not liable for loss of profit, revenue, data or anticipated savings, or for indirect or consequential loss; and our total liability in connection with an engagement is limited to the fees paid for that engagement in the preceding 12 months. We strongly recommend you maintain your own backups.

14. Term and termination

Either party may end an engagement by giving 14 days' written notice. On termination you pay for work performed up to that date, and we hand over completed code and documentation. Access credentials we hold will be revoked.

15. Non-solicitation and subcontracting

We may use vetted subcontractors, remaining responsible for their work and bound by these terms. Neither party will solicit the other's staff during an engagement or for six months afterwards.

16. Governing law

These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

17. Questions

If you have any query about these terms, email us directly at info@deluge.pro and we will come back to you.