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Terms & Conditions

Last updated: January 2025  |  Zora & Zenith Ltd

1. Acceptance of Terms

By accessing the website at www.zorazenith.co.uk, by submitting an enquiry, or by engaging Zora & Zenith Ltd ("the Agency", "we", "us", "our") for services, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in full. If you do not agree with any part of these terms, you must not use this website or engage our services.

These Terms and Conditions apply to all users of the website, all potential clients who submit enquiries, and all clients who enter into a service agreement with the Agency. They form the basis of any contract between the Agency and the client.

2. About Us

Zora & Zenith Ltd is a specialist medical marketing agency registered in England and Wales. Our registered office address will be provided upon written request. You can contact us at team@zorazenith.co.uk for any enquiries relating to these terms.

3. Services and Deliverables

The Agency provides marketing, branding, digital, and automation services to healthcare businesses and medical practices. The specific services, deliverables, timelines, and fees for each client engagement are set out in a separate Statement of Work ("SOW") or Service Agreement, which shall form part of the binding contract between the parties.

3.1 Scope of Work

The Agency will perform the services described in the agreed SOW to a professional standard. Any requests for work outside the agreed scope will be subject to a separate written change order and may incur additional fees. The Agency reserves the right to decline requests that fall outside its area of expertise or that may conflict with applicable regulations.

3.2 Client Obligations

The client agrees to provide all necessary information, access, assets, and approvals required for the Agency to perform its services. Delays caused by the client's failure to provide required materials may result in revised timelines, and the Agency will not be held liable for any resulting delays or losses.

3.3 Healthcare Compliance

The client is responsible for ensuring that all marketing materials, claims, and communications approved by them comply with all applicable healthcare regulations, including but not limited to guidelines set by the Care Quality Commission (CQC), General Medical Council (GMC), General Dental Council (GDC), and the Advertising Standards Authority (ASA). The Agency will endeavour to advise on compliance but ultimate responsibility rests with the client as the regulated entity.

4. Fees and Payment

All fees are as set out in the agreed SOW or Service Agreement. Unless otherwise stated, all fees are exclusive of VAT, which will be charged at the prevailing rate where applicable. Payment terms are as specified in the relevant agreement. The Agency reserves the right to suspend services where payment is overdue by more than 14 days. Overdue invoices may be subject to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Intellectual Property

5.1 Client-Provided Materials

The client warrants that any materials, content, logos, or assets provided to the Agency are owned by, or licensed to, the client, and that their use does not infringe any third-party rights. The client grants the Agency a non-exclusive licence to use such materials solely for the purpose of providing the agreed services.

5.2 Deliverables

Subject to full payment of all fees due, the Agency will assign to the client all intellectual property rights in the final agreed deliverables created specifically for the client under the SOW. The Agency retains ownership of all underlying tools, frameworks, methodologies, templates, pre-existing works, and third-party components used in the creation of deliverables.

5.3 Portfolio Rights

The Agency reserves the right to display client work in its portfolio and for promotional purposes, unless the client requests otherwise in writing prior to project commencement.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other party during the engagement and not to disclose such information to third parties without prior written consent, except as required by law. This obligation shall survive termination of the engagement for a period of two (2) years.

7. Limitation of Liability

The Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with the provision of services, even if advised of the possibility of such damages.

The Agency's total aggregate liability to the client for any claim arising out of or in connection with the services shall not exceed the total fees paid by the client to the Agency in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms and Conditions shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

8. Termination

Either party may terminate a service agreement by providing written notice in accordance with the notice period specified in the relevant SOW. Upon termination, the client shall pay for all services rendered and expenses incurred up to the date of termination. Any work in progress at the time of termination remains the property of the Agency until all outstanding fees are settled in full.

9. Warranties and Disclaimers

The Agency warrants that it will perform the services with reasonable care and skill. However, the Agency does not warrant that marketing services will achieve any specific results, rankings, or outcomes. Digital marketing results are inherently variable and dependent on factors outside the Agency's control, including changes to platform algorithms, market conditions, and competitive activity. Any projections or estimates provided are made in good faith and are not guarantees of performance.

10. Governing Law and Dispute Resolution

These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales. In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation before commencing legal proceedings.

11. Changes to These Terms

The Agency reserves the right to update or amend these Terms and Conditions at any time. The most current version will be published on this page with the updated date noted above. Continued use of the website or engagement with the Agency's services following any changes constitutes acceptance of the revised terms. Clients will be notified of material changes to terms governing active service agreements.

12. Contact

For any questions regarding these Terms and Conditions, please contact us at: team@zorazenith.co.uk

Zora & Zenith, The Work Lab, Claydons Lane, Rayleigh, Essex SS6 7UP  ยท  07823 417428

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