You the Customer: a person or company buying or using Zeta Storage Systems products.
Consumer: a private person buying Products for private use.
Zeta Storage Systems (us, our): short for "Zeta Storage Systems Limited" - the Product vendor as identified on your invoice and, where relevant, Service Provider.
Integration Material (IM): 3rd Party Products or Customer Factory Integration (CFI) Software.
Order Confirmation: acknowledgement of Product ordered by you, sent by Zeta Storage Systems by e-mail.
Price: stated in Order Confirmation.
Product: as described in Order Confirmation, may include 3rd Party Products and Service Offerings.
Service Offering: as described in Order Confirmation and Zeta Storage Systems service description document.
Service Provider: Zeta Storage Systems or its authorised service experts.
3rd Party Products: stated in Order Confirmation, not branded or manufactured by Zeta Storage Systems.
Software: computer operating systems or applications.
This Agreement applies to this sale, service and all statements made by Zeta Storage Systems in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by Zeta Storage Systems in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. Zeta Storage Systems may change this Agreement at its choosing.
Orders are accepted by post, Internet e-mail, Internet Web, telephone or fax but are only binding when accepted by Zeta Storage Systems and Zeta Storage Systems sends out the Order Confirmation in writing.
Please check the Order Confirmation and notify Zeta Storage Systems of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement.
For orders on credit terms, it is not possible to change the invoice company after the order has been accepted.
Quotations are only valid in writing and during the period that they state. If not stated, the period is 30 days (10 days for 3rd Party Products). Zeta Storage Systems reserves the right to change Products (incl. 3rd Party Products) at any time but Zeta Storage Systems guarantees you at least equivalent functionality and performance.
Price excludes tax, shipment, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause Zeta Storage Systems to adjust prices. Payment will be made before supply or service or, if agreed, within 30 days of the invoice date. Zeta Storage Systems may suspend deliveries or service until full payment.
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Zeta Storage Systems may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become Zeta Storage Systems' agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Zeta Storage Systems may sue for the Price before title passes. If you refuse delivery without Zeta Storage Systems' agreement, you must pay Zeta Storage Systems' expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If Zeta Storage Systems agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you. We are unable to refund software that has been activated by yourself.
Zeta Storage Systems guarantees to you that Product (excl. 3rd Party Products) will be free from defects for 12 months from delivery and spare parts for 90 days from installation. Should Product be defective within this period, Zeta Storage Systems will repair or replace Product within a reasonable time. You must allow Zeta Storage Systems to examine Product at your or Zeta Storage Systems' premises (at our choosing). Zeta Storage Systems owns any replaced Product or parts. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. Zeta Storage Systems manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice.
The following products have additional warranty:
Systems that have on-site warranties have these conditions:
Products With 3rd Party Warranties
Certain products have warranties with a 3rd Party. These are typically display products and external tape products.
Zeta Storage Systems does not provide warranty for these products. The warranty is provided by the 3rd Party.
Zeta Storage Systems does not give a warranty or guarantee protection for:
Solid State Disks
Solid state disks have a finite data write limit. This is the disk endurance rating. The warranty on solid state disks is limited to the endurance rating.
Batteries are classed as consumable parts. The warranty on batteries is limited to 12 months. This includes RAID controller batteries and UPS batteries.
Advance Replacement Parts
For parts that we send to you in advance (Advance Replacements) we require you to return the original faulty part.
Transfer of Warranty
Zeta Storage Systems will, at it's discretion, allow the transfer of warranty from you to another party - for example if you later sell the product. This is entirely at Zeta Storage Systems' discretion and must be agreed by Zeta Storage Systems in writing.
In the case of a transfer of a warranty that is on-site, the product must continue to be accessible to Zeta Storage Systems' technicians on the UK mainland.
DOA (Dead On Arrival)
Any products that are Dead On Arrival should be notified to Zeta Storage Systems within 30 days. Zeta Storage Systems will, at it's discretion, replace the defective product with a replacement one.
Zeta Storage Systems does not provide any warranty whatsoever for Software installed on the Product. This includes Free Software and Paid For software.
Zeta Storage Systems is under no obligation to provide these services in respect to Software:
Zeta Storage Systems recognises the relation between the Product and the Software and will endeavour to provide the technical support that we can at our discretion. Please be aware that Zeta Storage Systems is not under obligation or contract to provide this Service Offering.
Services will be provided by Zeta Storage Systems or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy.
Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Zeta Storage Systems' assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
You will specify and provide IM or Zeta Storage Systems may obtain IM at your instruction. Zeta Storage Systems will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. Zeta Storage Systems may install CFI Product under your instruction or under Zeta Storage Systems technical advice, if agreed. Zeta Storage Systems will not carry out CFI work if it is not technically feasible in our view.
Zeta Storage Systems accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of Zeta Storage Systems, Service Provider or our employees, agents, subcontractors.
Zeta Storage Systems does not accept liability for:
Zeta Storage Systems indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Zeta Storage Systems may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Zeta Storage Systems for any of IM or IP specified or owned by you and integrated into Product. Zeta Storage Systems is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Zeta Storage Systems retains all Zeta Storage Systems-owned IP in Product. You must notify Zeta Storage Systems immediately of any infringing or unauthorised use of Product or IP in it.
Software owned by Zeta Storage Systems is initially provided on a trial basis. You can evaluate the software for a limited time period (the "Trial Period"). You may use the Software during the Trial Period to evaluate the suitability of the Software. Upon the expiration of the Trial Period you must either purchase the Software or destroy the Software. If you do not purchase the Software prior to the expiration of the Trial Period, the License Agreement, and all your rights under the License Agreement will terminate at the expiration of the Trial Period.
Software not owned by Zeta Storage Systems is supplied subject to licence and warranty of the Software licensor. Zeta Storage Systems encloses the Software licence that you require with the Product where necessary; you must comply with that licence.
You acknowledge that Product may include technology and Software which is subject to EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that EU restrictions vary regularly and depending on Product, therefore you must refer to the current EU regulations.
Zeta Storage Systems is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.
Zeta Storage Systems may terminate this Agreement with written notice if you:
Either party may terminate if the other:
You are responsible for:
You must provide Zeta Storage Systems with all reasonable courtesy, information, cooperation, facilities and access to enable Zeta Storage Systems to perform duties, failing which Zeta Storage Systems shall not be obliged to perform any service or assistance. You are responsible for the removal of non Zeta Storage Systems-supplied products during service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and Zeta Storage Systems' data protection registration and you consent to this. You may instruct Zeta Storage Systems not to use your data for direct marketing purposes.
English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Zeta Storage Systems may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
You can find all Zeta Storage Systems policies and notices via www.zeta.systems and you should refer to this site for any further updates.