1. Scope

1. These General Terms and Conditions (“GTC”) govern the contractual relationship between Zenplify SA (“Provider”) and its customers (“Customer”) for all products and services, including ZEN ERP, unless different terms are agreed in writing.
2. By ordering, registering for, accessing, or using ZEN ERP or any related service, the Customer accepts these GTC.
3. Customer terms or changes to these GTC only apply if expressly accepted in writing by the Provider.

2. Service, licence and access

1. The Provider offers ZEN ERP and related products and services, mainly as Software-as-a-Service (“SaaS”) via the internet.
2. The scope, functions, subscriptions, support, and conditions are defined in the applicable quotation (“Service Description”). Quotations are valid for the period stated and orders are binding only once accepted and confirmed by the Provider.
3. During the contract term, the Provider grants the Customer a non-exclusive, non-transferable, revocable right to use ZEN ERP for its internal business purposes and within the agreed subscription scope.
4. The Customer may grant internal and external users access to its ZEN ERP account. By granting such access, the Customer authorises the Provider to make the shared data available to the authorised users or allowing them access to it.
5. The Provider may verify proper use of the software after reasonable notice during normal business hours.

3. Updates, maintenance, and errors

1. The Provider continuously develops ZEN ERP and may provide updates, upgrades, improvements, and bug fixes.
2. The Provider may also discontinue individual functions, provided the core contractual use is not materially impaired.
3. A software error exists if ZEN ERP materially fails to perform the functions described in the applicable Service Description and use is impossible or substantially restricted. The Provider will use reasonable efforts to remedy such material errors within technical and operational possibilities.
4. The Customer is responsible for any costs caused by changes required to its own systems, hardware, software, internet access, or third-party tools.

4. Data hosting and storage

1. The Provider provides storage capacity according to the applicable subscription.
2. If the agreed storage capacity is exceeded, the Provider may request the Customer to purchase additional storage. Data exceeding the available capacity may no longer be stored.
3. The Provider will use appropriate technical and organisational measures to protect Customer data against loss, unauthorised access, and misuse, including reasonable backups and security measures.
4. The Customer remains the owner of its data. During the contract term and for one month after termination, the Customer may request export of its data in the Provider’s standard format. The Provider may charge reasonable costs for this.

5. Customer data and content

1. The Customer is solely responsible for all data, content, files, information, and instructions entered, uploaded, processed, or transmitted through ZEN ERP by the Customer or its users.
2. The Customer must not store, process, or transmit unlawful content or content that infringes third-party rights.
3. If the Provider reasonably suspects unlawful content, misuse, security risks, or third-party rights violations, it may block access to affected data or services. The Provider will inform the Customer unless prohibited by law or authority.

6. Subcontractors and third-party providers

1. The Provider may use subcontractors and third-party providers to provide, host, develop, maintain, or support the services.
2. The Provider is responsible for carefully selecting and instructing subcontractors. Liability for subcontractors and third-party providers is excluded to the extent permitted by law.
3. Third-party services, integrations, APIs, software, platforms, and external content are subject to the terms and availability of the respective third-party provider. The Provider gives no warranty for third-party services and is not responsible for their data processing.

7. Integrations

1. The Provider may provide Application Programming Interfaces (APIs) for communication with third-party software.
2. The Customer is responsible for any integration, configuration, authentication, data exchange, data processing and use of third-party software.
3. The Provider may change, restrict, suspend, or discontinue APIs where required for security, legal, technical, or operational reasons.

8. Consulting services

1. The Provider may offer consulting or related services itself or through third parties.
2. The applicable Service Description determines whether and to what extent the Customer is entitled to consulting services.
3. Under no circumstances the Provider provides regulated insurance, financial, legal, or other authorisation-requiring services.
4. Where consulting services are provided by a third party, the contractual relationship for those consulting services exists only between the Customer and the third-party provider.
5. The Provider may transmit necessary Customer information to the third-party provider, including company name, address, contact details, contracts, subscription information, telephone numbers, and email addresses.
6. The Customer must ensure that only authorised persons use consulting services.
7. The Provider may restrict or terminate consulting services for good cause, including excessive, abusive, or improper use.

9. Support

1. The Provider provides support during the business hours and through the communication channels published by the Provider, such as email, telephone, chat, or support portal.
2. Support does not include third-party software, third-party services, Customer hardware, internet connections, or systems outside the Provider’s control unless expressly agreed.
3. The Provider has no obligation to provide support where the Customer has unpaid overdue amounts relating to the affected service.

10. Availability and maintenance

1. The Provider will use reasonable efforts to ensure high availability of ZEN ERP.
2. No specific uptime is guaranteed unless expressly agreed in a separate service level agreement.
3. Maintenance, updates, security measures, troubleshooting, technical incidents, internet disruptions, or third-party service failures may temporarily restrict availability.
4. Where possible, planned maintenance and updates will be announced in advance and carried out with reasonable consideration for Customer interests.
5. Third-party services are excluded from this availability obligation.
6. The Provider may reset passwords, block accounts, or restrict access where necessary for security, misuse prevention, legal compliance, or protection of the Provider, Customer, users, or third parties.

11. Customer obligations

1. The Customer must pay the agreed subscription charges, service fees, and applicable VAT.
2. The Customer must use the services only for lawful and contractual purposes.
3. The Customer is responsible for:
           a) ensuring suitable hardware, software, internet access, and system requirements;
           b) entering, maintaining, and checking its data;
           c) keeping login credentials secure and confidential;
           d) preventing unauthorised access;
           e) ensuring all internal users (such as employees) and all external users (such as agents, and authorised third parties) comly with these GTC.
           f) using appropriate antivirus, security, backup, and access-control measures;
           g) immediately notifying the Provider of suspected misuse, data breaches, unauthorised access, or compromised credentials;
           h) complying with applicable legal, accounting, tax, retention, employment, data protection, and industry obligations.
4. After termination, the Customer is responsible for exporting and backing up its data in time.

12. Fees and payment

1. Invoices are sent electronically to the email address provided by the Customer. Invoices not objected to in writing before the due date are deemed accepted.
2. Unless agreed otherwise, fees are payable in advance, by wire transfer and within 30 days from the invoice date.
3. If the Customer fails to pay on time, the Customer is in default without further reminder. The Provider may charge default interest of 5% per year unless another rate has been validly agreed, reminder fees, collection costs, and further damages.
4. The Provider may assign claims to third parties or instruct third parties to collect unpaid amounts.
5. In case of overdue payment, the Provider may suspend access to ZEN ERP and other services. Fees remain payable during suspension. Access may be restored after payment of all outstanding amounts, reminder fees, collection costs, and any reactivation fee.
6. The Provider may conduct credit, identity, address, and payment checks and may obtain information from authorities, credit agencies, debt collection offices, and other lawful sources.

13. Changes to GTCs, services, fees, and subscription

1. The Provider may amend these GTC, services, functions, contractual terms, fees, prices, and charges at any time.
2. The Customer will be informed appropriately of material changes, for example by email, in-app notice, website publication, or post.
3. If the change materially disadvantages the Customer, the Customer may terminate the affected service within 14 days of notice. Continued use after notice constitutes acceptance.
4. The Provider may adjust prices once per year to reflect inflation, based on the Swiss National Consumer Price Index published by the Federal Statistical Office. Such inflation-based adjustments do not grant a special termination right.
5. The Customer may upgrade its subscription at any time. Downgrades or reductions of service scope are only possible at the end of the applicable contract period and subject to the applicable notice period.

14. Warranty

1. The Provider warrants that the SaaS services will substantially conform to the applicable Service Description.
2. The Provider does not warrant uninterrupted or error-free operation, full compatibility with Customer systems, specific business results, or uninterrupted availability of third-party services.
3. The Provider excludes all warranties not expressly stated in these GTC to the extent permitted by law.

15. Liability

1. The Provider does not accept liability beyond the remedies set forth herein, including any liability for services and support not being available for use or for lost or corrupted data.
2. The Provider is liable without limitation for damages caused by unlawful intent or gross negligence where liability cannot be limited under mandatory Swiss law.
3. To the extent permitted by law, the Provider excludes liability for indirect, incidental, consequential, special, or punitive damages, loss of profit, loss of revenue, loss of business, business interruption, reputational damage, loss of data, corrupted data, or third-party claims.
4. In all cases, regardless of the basis of liability, the Provider’s liability is limited to the fees paid by the Customer for the affected service during the 12 months before the damaging event.
5. The Provider is not liable for damages caused by:
           a) processing, misuse, errors, or omissions by any users authorised by the Customer 
           b) Customer misuse or breach of contract;
           c) Customer systems, hardware, software, internet access, or configuration;
           d) third-party services, APIs, providers, or integrations;
           e) unauthorised access caused by Customer-side security failures;
           f) force majeure or events outside the Provider’s reasonable control.
6. The Customer must indemnify the Provider against third-party claims, costs, damages, and expenses arising from Customer data, unlawful content, misuse of the services, or breach of these GTC.

16. Term and termination

1. The contract begins when the Customer submits an order accepted by the Provider or starts using the service.
2. Unless agreed otherwise, subscriptions run for the selected contract period and renew automatically for the same period unless terminated in time.
3. Either party may terminate the contract with one month’s notice to the end of the current subscription period unless different notice periods apply.
4. Termination must be made in writing. The termination date is determined by receipt of valid termination by the Provider.
5. Either party may terminate immediately for good cause.
6. Good cause for immediate termination by the Provider includes in particular:
           a) bankruptcy, insolvency, or suspension of bankruptcy proceedings for lack of assets;
           b) payment default of at least one monthly fee after an unsuccessful 14-day grace period;
           c) violation of laws or third-party rights;
           d) serious breach of these GTC or other contractual provisions;
           e) misuse of services for unlawful, criminal, abusive, or ethically questionable purposes;
           f) security risks or unauthorised use.
7. If the owner of a sole proprietorship dies, the Provider may disclose data or grant account access to authorised persons upon sufficient proof of legitimate interest and entitlement. If entitlement is unclear or disputed, the Provider may refuse disclosure or access until clarification.
8. One month after termination, the Provider may irrevocabely delete Customer data unless legal duties, contractual obligations, pending claims, evidence requirements, or legitimate business interests require longer retention.

16. Data protection

1. The Provider processes personal data in accordance with the Provider’s Privacy Policy and applicable Swiss data protection law, in particular the Federal Act on Data Protection (“FADP/DSG”), and, where applicable, the GDPR.
2. The Customer is responsible for ensuring that it has the necessary legal basis, notices, consents, authorisations, and instructions for all personal data it enters into or processes through ZEN ERP.
3. Where the Provider processes personal data on behalf of the Customer, the Provider acts as processor and processes such data only according to the contract, the Data Processing Agreement, and lawful Customer instructions.
4. The Customer acknowledges that data may be processed by subcontractors and third-party providers where required to provide the services.

17. Intellectual property

1. All intellectual property rights in ZEN ERP, software, websites, documentation, designs, know-how, trademarks, and related materials remain with the Provider or its licensors.
2. The Customer receives only the limited usage rights expressly granted in these GTC or the applicable Service Description.
3. The Customer may not copy, modify, reverse engineer, sublicense, rent, lease, sell, or otherwise make the software available to unauthorised third parties unless expressly permitted by the Provider.
4. Feedback, suggestions, or improvement ideas provided by the Customer may be used by the Provider without restriction or compensation.

18. Confidentiality

1. Each party must keep confidential all non-public information received from the other party in connection with the contract, including business secrets, technical information, financial information, Customer data, and commercial terms.
2. Confidential information may be disclosed only where required to perform the contract, to professional advisers, subcontractors, authorities, or where required by law.
3. The Provider may name the Customer as a reference and use general information about the contractual relationship for marketing, sales, and public relations, provided the Customer is informed before publication. The Customer may object for valid reasons.

19. Notices

1. Notices may be sent to the postal or email addresses provided by the Customer, through the ZEN ERP account, in-app notification, or other communication channels used by the Provider. Notices sent to the last known address are deemed validly received.

20. Force majeure

1. The Provider is not liable for delays or failures caused by events outside its reasonable control, including natural disasters, war, terrorism, strikes, power failures, internet failures, cyberattacks, pandemics, authority measures, or failures of third-party providers.

21. Severability

1. If any provision of these GTC is invalid or unenforceable, the remaining provisions remain valid.
2. The invalid provision shall be replaced by a valid provision that comes as close as legally possible to the economic and legal purpose of the original provision.

22. Governing law and jurisdiction

1. These GTC and all contractual relationships between the Provider and the Customer are governed by Swiss substantive law, excluding conflict-of-law rules and international treaties.
2. The exclusive place of jurisdiction is the registered office of the Provider, subject to mandatory legal venues.

23. Language priority

1. If these GTC are available in several languages, the English version prevails in case of contradiction.

June 2026

Zenplify SA
Chemin de Mornex 3
1003 Lausanne
Switzerland

© 2026 Zenplify SA – All rights reserved