These Terms of Service (the “Terms”) constitute a binding agreement between Ignify OÜ, a company established in Estonia (the “Provider”, “we”, “us”), and the person or entity that accesses or uses the Zentre platform (the “Customer”, “you”). By creating an account, or by accessing or using the Service, you agree to be bound by these Terms. If you enter into these Terms on behalf of an organisation, you represent that you are authorised to bind it.
Definitions
- “Service”
- the Zentre software-as-a-service platform, including the website, application, and related documentation made available by the Provider.
- “Workspace”
- a tenant environment within the Service that a Customer administers and within which it manages its users and data.
- “Customer Data”
- all data, including personal data, that the Customer or its authorised users submit to, or generate within, the Service.
- “Subscription”
- the plan, term, and fees under which the Customer is granted access to the Service.
Accounts and Workspaces
You must provide accurate registration information and keep your credentials confidential. Each Workspace is controlled by the Customer that creates it, and the Customer is responsible for its authorised users and for all activity conducted under its accounts. You must promptly notify us of any unauthorised access to or use of the Service.
Licence and acceptable use
Subject to these Terms and payment of applicable fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the term of its Subscription. You shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to derive the source code, except to the extent such restriction is prohibited by law; (c) access the Service to build a competing product; (d) upload unlawful, infringing, or malicious content; (e) attempt to gain unauthorised access to the Service or to another Customer’s data; or (f) resell or commercially exploit the Service without our prior written consent.
Customer Data and intellectual property
As between the parties, the Customer retains all right, title, and interest in and to Customer Data, and the Provider retains all right, title, and interest in and to the Service. The Customer grants the Provider a limited licence to host, process, and transmit Customer Data solely to provide and support the Service. In respect of personal data within Customer Data, the Customer is the controller and the Provider acts as processor, as further described in thePrivacy Policy. The Customer may export Customer Data at any time during the term.
Subscriptions, fees, and taxes
Subscription plans, any free trial, and applicable fees are presented at sign-up. Unless otherwise stated, Subscriptions renew automatically for successive terms unless cancelled before the renewal date. Fees are payable in advance and are non-refundable except where required by law. We may change fees on reasonable notice, effective from the next renewal. Fees are exclusive of taxes, which the Customer is responsible for. Non-payment may result in suspension of, or a read-only restriction on, the Service.
Third-party services
The Service may interoperate with third-party services (for example, QuickBooks Online, Stripe, and Setmore). Your use of a third-party service is governed by that third party’s own terms, and the Provider is not responsible for it. By connecting a third-party service you authorise the Provider to exchange data with it as necessary to provide the relevant functionality; you may disconnect it at any time.
Availability and modifications
We endeavour to keep the Service available but do not warrant uninterrupted or error-free operation. We may modify, enhance, or discontinue features of the Service and will provide reasonable notice of any material adverse change.
Confidentiality
Each party may receive non-public information of the other that is designated as confidential or that should reasonably be understood to be confidential. The receiving party shall protect such information with no less than reasonable care and use it only to perform under these Terms, except as required by law.
Warranties and disclaimers
The Service is provided “as is” and “as available”. To the maximum extent permitted by law, the Provider disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service is a workflow and practice-management tool and does not constitute accounting, tax, or legal advice.
Limitation of liability
To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. The Provider’s total aggregate liability arising out of or relating to these Terms shall not exceed the fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the liability. Nothing in these Terms excludes liability that cannot be excluded by law.
Indemnification
The Customer shall defend, indemnify, and hold the Provider harmless against any third-party claim arising from Customer Data, the Customer’s use of the Service in breach of these Terms, or the Customer’s violation of applicable law or third-party rights.
Term and termination
These Terms apply for the duration of the Customer’s use of the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. The Customer may cancel its Subscription at any time, effective at the end of the current term. Upon termination, the Customer’s right to access the Service ceases; the Customer may export Customer Data for a reasonable period, after which it may be deleted in accordance with the Privacy Policy. Provisions that by their nature should survive termination shall survive.
Data protection
Each party shall comply with applicable data-protection laws, including the GDPR. The Provider’s Processing of personal data is described in the Privacy Policy. Where the Provider Processes personal data contained in Customer Data on the Customer’s behalf, the Data Processing Agreement in the Annex below applies and forms part of these Terms; the Privacy Policy also forms part of these Terms.
Force majeure
Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages of third-party infrastructure, or governmental action.
Governing law and jurisdiction
These Terms are governed by and construed in accordance with the laws of Estonia, without regard to its conflict-of-laws rules. The courts of Estonia shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, without prejudice to any mandatory consumer-protection rights available to you in your place of residence.
Changes to these Terms
We may amend these Terms from time to time. Material changes will be posted on this page with an updated “Last updated” date and, where required, notified to you. Your continued use of the Service after an amendment takes effect constitutes acceptance of the amended Terms.
General
These Terms, together with the Privacy Policy and any order or plan accepted at sign-up, constitute the entire agreement between the parties and supersede all prior agreements on their subject matter. If any provision is held unenforceable, the remaining provisions remain in full force. A failure to enforce a provision is not a waiver of it. The Customer may not assign these Terms without the Provider’s consent; the Provider may assign them in connection with a corporate transaction. Notices must be given in writing, and notices to the Provider may be sent to the address below.
Annex — Data Processing Agreement
This Annex applies where the Provider Processes personal data contained in Customer Data on the Customer’s behalf, and sets out the parties’ obligations under Article 28 of the GDPR. For this Processing the Customer is the controller and the Provider is the processor. Where the Customer is itself a processor for a third-party controller, the Customer warrants it is authorised to engage the Provider as a sub-processor.
Details of the Processing
- Subject-matter & duration: Processing of Customer personal data for the term of the Customer’s Subscription.
- Nature & purpose: hosting, storing, and Processing Customer Data to provide the Service’s practice-management, document, billing, and workflow functionality.
- Types of personal data: identification and contact details, business and financial information, engagement and document records, and other data the Customer submits.
- Categories of data subjects: the Customer’s authorised users and the Customer’s own clients and their representatives.
Provider obligations
In its capacity as processor, the Provider shall:
- Process Customer personal data only on the Customer’s documented instructions (including as given through the Terms and the Customer’s use of the Service), save where required by law;
- ensure that personnel authorised to Process the data are bound by confidentiality;
- implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (Article 32), including encryption in transit and at rest, per-firm schema isolation, and access controls;
- engage sub-processors only under the Customer’s general authorisation (within the categories below), impose data-protection terms no less protective than this Annex, remain liable for them, and give reasonable notice of changes with a right to object;
- assist the Customer, taking into account the nature of the Processing, with responding to data-subject requests and with its obligations under Articles 32–36 (security, breach notification, and data-protection impact assessments);
- notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer personal data;
- transfer Customer personal data outside the EEA only under a valid transfer mechanism (an adequacy decision or the Standard Contractual Clauses with any required supplementary measures);
- at the Customer’s choice, delete or return Customer personal data on termination or expiry of the Terms, save where retention is required by law; and
- make available information reasonably necessary to demonstrate compliance with Article 28 and allow for and contribute to audits, subject to reasonable confidentiality, security, and notice conditions.
Authorised sub-processor categories
- cloud hosting and database infrastructure;
- file and document storage;
- subscription and payment processing;
- email delivery.
A current list of named sub-processors and their locations is available on request from privacy@zentre.io.
Contact
Ignify OÜ (Estonia)
Enquiries: privacy@zentre.io
See also our Privacy Policy.