Terms of Service

These Terms of Service ("Terms") form a legally-binding agreement between ZENCLAVE TECHNOLOGIES OPC ("Zendu," "we," "us," or "our") and the person or entity ("you" or "Customer") that creates an account or otherwise uses the Zendu invoice-reminder automation service (the "Service"). By accessing or using the Service you accept these Terms.

1. Definitions

• Account – the login credentials and associated data for using the Service.
• Content – all data, files, email addresses, invoice information and other material you upload or generate via the Service ("Your Content").
• Pricing Page – https://zendu.co/ (or successor URL) describing current plans, quotas and fees.
• Order Form – any in-app or written ordering document that references these Terms.
• Paid Plan – any subscription plan for which Zendu charges recurring Fees.

2. Account Registration & Eligibility

• Age. You represent that you are at least 13 years old.
• Entity Accounts. If you create an Account on behalf of a company, you warrant you have authority to bind that entity to these Terms.
• Accurate Information. You must provide—and keep current—accurate contact and billing details.
• Security. Keep your password confidential; you are responsible for all activity under your Account.

3. Fees & Payment

• Incorporation by Reference. Plan features, quotas, free-trial terms and subscription fees ("Fees") are as described on the Pricing Page or the applicable Order Form, each incorporated herein.
• Taxes. Fees exclude any VAT, GST, sales or similar taxes. Where required, such taxes will be added at checkout and remitted by Zendu.
• Non-Refundable. All payments are final and non-refundable except where (i) required by law or (ii) Zendu materially breaches these Terms.
• Payment Processing. Fees are processed by Paddle.com Market Ltd. You authorize Zendu and Paddle to charge your selected payment method for all Fees when due.
• Price Changes. We may change Fees by giving you 30 days' advance email notice. New Fees take effect on your next renewal unless you cancel before that date.

4. Acceptable Use

• Prohibited Conduct. You will not (i) upload or send unlawful, harmful or deceptive Content, (ii) interfere with or probe the Service, or (iii) resell the Service without our written consent.
• Email Sending. You are solely responsible for the legality of each email you send, including obtaining any required consent and honouring unsubscribe requests.
• Rate Limits & Quality. We may throttle, suspend or terminate your Account if you exceed sending quotas, generate excessive bounce/complaint rates or create legal or reputational risk for Zendu.

5. Intellectual Property

The Service, including all software and documentation, is owned by ZENCLAVE TECHNOLOGIES OPC or its licensors and is protected by copyright, trademark and other laws. We grant you a non-exclusive, non-transferable right to use the Service during a valid subscription. You retain all rights in Your Content.

6. Privacy, Data Processing & Sub-Processors

• Privacy Policy. Use of the Service is also governed by our Privacy Policy.
• Data Processing Addendum. A GDPR/UK GDPR-compliant Data Processing Addendum ("DPA"), including the EU- and UK-Standard Contractual Clauses, is incorporated by reference and applies automatically when you process personal data via the Service.
• Sub-Processors. Our current sub-processors are listed at https://zendu.co/legal/subprocessors. We will give 30 days' prior email notice before adding or replacing a sub-processor, giving you the right to object as set out in the DPA.
• Data Transfers. Where personal data is transferred internationally, Zendu relies on an approved mechanism such as SCCs or the EU–US Data Privacy Framework.

7. Data Retention & Deletion

We retain Your Content for as long as your Account is active and for up to 180 days after termination, unless you request earlier deletion. Upon verified request we will erase production copies within 30 days and encrypted backups in the ordinary backup-rotation cycle (≤ 90 days). Minimal logs may be kept if required by law or for legitimate business purposes (e.g., fraud prevention).

8. Service Availability & Support

Availability. The Service is provided "AS IS" and "AS AVAILABLE." We do not guarantee any specific uptime.

Support Targets

A business day is 09:00–18:00 local time at Zendu's primary place of business, Monday–Friday, excluding locally-observed public holidays.

9. Limited Warranty & Disclaimers

30-Day Performance Warranty. For the first 30 days after you commence a Paid Plan we warrant that the Service will perform materially in accordance with our current Documentation, provided you use it in accordance with these Terms. Your sole remedy for breach of this warranty is (at Zendu's option) repair, replacement or a refund of Fees paid for the defective period.

Disclaimer. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED or statutory, including merchantability, fitness for a particular purpose, title and non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the Fees you paid to Zendu in the twelve (12) months immediately preceding the claim. In no event will we be liable for indirect, consequential, special, incidental, punitive or exemplary damages.

11. Indemnification

By Customer. You will indemnify and hold harmless Zendu and its affiliates from any third-party claims, damages or expenses arising from (a) Your Content, (b) your use of the Service in violation of these Terms or law, or (c) your violation of any third-party rights.

By Zendu (IP Claims). Zendu will defend and indemnify you against any third-party claim that the Service, as provided and used in accordance with these Terms, infringes that party's intellectual-property rights, provided you promptly notify us and cooperate in the defence. Zendu may (i) modify the Service, (ii) replace it with a non-infringing equivalent, or (iii) terminate the affected Service and refund prepaid Fees for the unused portion. This clause does not apply to claims arising from Your Content, unauthorised modifications or combination with third-party products.

12. Suspension & Termination

• By You. You may cancel at any time; termination takes effect at the end of the current paid term.
• By Us. We may suspend or terminate your Account immediately for material breach, spam, fraud or legal risk, or for any reason with 30 days' notice.
• Effect. Upon termination your right to use the Service ceases; Sections 5, 7, 9–13 and 15–17 survive.

13. Governing Law & Dispute Resolution

• Governing Law. These Terms are governed by the laws of the jurisdiction in which ZENCLAVE TECHNOLOGIES OPC is incorporated, without regard to conflict-of-law principles.
• Binding Arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively by binding arbitration administered by a recognised arbitration institution under its then-current rules. The seat of arbitration will be that same jurisdiction, and proceedings will be conducted in English.
• Class-Action Waiver. All claims must be brought on an individual basis; you waive any right to participate in a class or representative action.
• Opt-Out. Consumers may opt out of arbitration (and the class-action waiver) within thirty (30) days of first accepting these Terms by emailing help@zendu.co.

14. Changes to the Service or Terms

We may modify the Service or these Terms at any time. Material changes will be notified by email at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

15. Marketing References

Unless you opt out by emailing help@zendu.co, Zendu may identify you or your organisation (name and logo) as a customer on our website and in marketing material.

16. General

• Assignment. We may assign these Terms as part of a corporate reorganisation; you may not assign without our consent.
• Feedback. You grant Zendu a perpetual, royalty-free licence to use any suggestions you provide.
• Export Compliance. You represent you are not on any sanctions list and will not use the Service where prohibited by export laws.
• High-Risk Use. The Service is not designed for life-support, medical or safety-critical systems; any such use is at your own risk.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• Entire Agreement. These Terms, the Pricing Page, DPA, Privacy Policy and any Order Form constitute the entire agreement and supersede all prior agreements.

17. Contact