Terms & Conditions

1. Applicability

Zenceipt is a software-as-a-service (SaaS) platform that allows businesses and users to sync and extract bookkeeping documents from various sources, and have their data extracted and saved in their accounting systems. The platform, accessible via zenceipt.com (hereinafter "Service"), is operated by LogicLabs OÜ, a limited liability company under Estonian law, with the commercial registration number 16593924. Throughout these Terms and Conditions, Zenceipt will be referred to as "we", "us" or "our" or “Zenceipt”.

These Terms and Conditions set out the terms and conditions under which Zenceipt offers its Service. By signing up to our Service, the User (hereinafter “you” or “User”) agree to be bound by these Terms and Conditions as well as any applicable Special Terms and Conditions.

Both these Terms and Conditions as any applicable Special Terms and Conditions constitute a legally binding agreement between you and Zenceipt. By using (any part of) our Service, you acknowledge and agree that the use of our Service is governed solely by these Terms and Conditions, as well as any applicable Special Terms and Conditions.

If you do not agree to any provision of these Terms and Conditions or any applicable Special Terms and Conditions, you are not authorized to (continue to) use or access our Service in any way.

2. Definitions

In these Terms and Conditions, all capitalized terms shall have the meaning ascribed to them in Annex 1 (Definitions) or in the relevant Article or Clause where they are defined.

When a reference is made in these Terms and Conditions to an Article, Clause or Annex, such reference shall be to an Article, Clause or Annex of these Terms and Conditions unless otherwise indicated.

3. Description and Modalities of the Service

The Service is a web-based platform that enables users to sync and extract bookkeeping documents from various sources. It offers features for data extraction and integration with accounting systems to streamline bookkeeping workflows.

You can freely explore our Service without any formalities. However, to use the full features of the service, the User must first create an Account.

Although parts of the Service are available for free use, you must subscribe to the paid version of the Service (hereinafter “Paid Version”) in order to access all its features.

4. Use of the Service

Regarding the use of our Service, you are obliged to:

Comply with the provisions set out by applicable law, regulations, decrees, ordinances or decisions of federal, regional, local or international authorities, including but not limited to provisions relating to the protection of Personal Data;
Refrain from manipulating the information provided in any way or using any technique;
Refrain from transmitting data, messages, or documents through our Service, or uploading data or documents via our Service that:
- Infringe upon the rights (including, but not limited to, moral rights or Intellectual Property Rights) of Third Parties.
- Contain content that is harmful, defamatory, violent, unlawful, obscene, degrading, or infringes upon the privacy of Third Parties.
- Are prohibited for use or possession by the User under law or agreement.
- Contain viruses or instructions that may cause damage to our Service and/or the services provided through our Service.

To use our Service, the User must have a stable internet connection. The User is solely responsible for providing the necessary telecommunication or computer network equipment required to access our Service.

The user shares responsibility for ensuring the secure and confidential use of our Service. Additionally, the User bears sole responsibility for the data they choose to input into our Service.

Zenceipt cannot be held liable for any loss or damage resulting from non-compliance with the above requirements.

5. License & Limitations

The Service made available by us, including all its functionalities, is Zenceipt’s exclusive property. All rights in and to the Platform not expressly granted to the User in these Terms and Conditions are reserved by us.

We hereby grant the User a personal, revocable, non-exclusive, non-transferable, non-sublicensable right of use for the duration of the Agreement to use our Service in accordance with these Terms and Conditions as well as any applicable Special Terms and Conditions.

The User or any Third Party acting on behalf of the User may not, under any circumstances:

Decompile, disassemble, or reverse engineer the software, or attempt to reconstruct or discover the source code, underlying ideas, algorithms, file formats, or programming interfaces of our Service in any way;
Distribute, sell, rent, sublicense, lease, loan, distribute, or otherwise transfer our Service or any part thereof to any Third Party, except as expressly permitted under these Terms and Conditions or any applicable Special Terms and Conditions;
Alter, remove, or obscure product identification, proprietary information, copyright notices, digital watermarks, or other notices in or on our Service;
Modify, adapt, or create derivative works from any part of our Service or integrate our Service into or with other software, except to the extent expressly permitted by us in writing.
Use our Service to conduct or promote illegal activities;
Employ any automatic, electronic, or manual high-volume process to access, search, or collect information about our Service (including, but not limited to, robots, spiders, or scripts);
Intentionally distribute worms, trojan horses, corrupt files, or other destructive or deceptive elements, or use our Service for unlawful, intrusive, infringing, defamatory, or fraudulent purposes;
Remove or circumvent technical or other protective measures in our Service.

6. Invoicing and payment terms

When the User has subscribed to the Paid Version of the Service, a periodically recurring License Fee will be charged to the User. Information with regard to pricing is always available on our Website. We encourage you to check our Website periodically for up to date pricing information.

Invoicing of the License Fee shall occur on a recurring basis in accordance with the chosen invoicing cycle (monthly or annually). Invoices shall be available and downloadable within the Service.

The applicable License Fee shall be paid by means of credit card. To this end, the User authorizes Zenceipt or its third-party payment processors to periodically charge the designated credit card for the amount of the License Fee. The provided credit card information must be accurate and complete, and must be promptly updated in case of any changes.

The User acknowledges and agrees that the failure to make timely payments or Zenceipt’s impossibility to collect the License Fee may result in the suspension or termination of the User’s access to the Service, at the sole discretion of Zenceipt.

The User acknowledges and agrees that Zenceipt reserves the right to periodically review and adjust the License Fee. Any proposed changes to the License Fee shall be communicated to the User in writing, with at least thirty (30) days' notice before the implementation of such adjustments. The User shall have the choice to either accept the adjusted License Fee or terminate this Agreement as per the provisions outlined in Article 13.

After implementing the adjustment of the License Fee, the revised License Fee will only be invoiced for the first time at the start of a new invoicing cycle, as selected by the User, whether it is monthly or annually.

7. Intellectual property rights

For the purposes of these Terms and Conditions, our Service, including all its functionalities, and all (established and/or applicable) related or associated worldwide Intellectual Property Rights shall remain the exclusive property of Zenceipt.

All rights in and to our Service not expressly granted to the User in these Terms and Conditions or any applicable Special Terms and Conditions are reserved by Zenceipt. Except as expressly provided in these Terms and Conditions or any applicable Special Terms and Conditions, no express or implied licence is granted to the User in respect of our Service or any part thereof, including any right to obtain any source code, data or other technical material relating to our Service.

Insofar the User would provide to Zenceipt any suggestions, comments or feedback regarding the Service (collectively “Feedback”), the User shall grant Zenceipt a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right:

To utilize, copy, modify, sell, distribute, sublicense, and create derivative works of the Feedback as part of the Service or any other services Zenceipt may provide.
To publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of the Feedback (and derivative works thereof) as part of the of the Service or any other services Zenceipt may provide.

The User assures that their Feedback is not bound by any license terms that would impose additional obligations on Zenceipt regarding any Zenceipt services that may integrate the User’s Feedback.

The User expressly agrees that its Feedback does not grant the User any proprietary rights (including no Intellectual Property Rights) in, on or pertaining to the Service or any other services Zenceipt may provide.

8. Privacy and data protection

Upon creating your Account, Zenceipt may process your Personal Data. We will only process your Personal Data as outlined in our Privacy Notice.

Our Privacy Notice provides detailed information about how Zenceipt collects and processes your Personal Data and is readily accessible through our Service at any time.

Before you can use our Service, you must agree to our Privacy Notice.

9. Support, updates & changes

Zenceipt shall provide a support mechanism to assist the User in the event of technical issues with the Service. This support may be delivered via various channels such as chats, or e-mails and will be available in English. The support mechanism will be designed to provide responses within reasonable response times, taking into account the severity and potential impact of the issue.

Any request for support or complaint should be promptly reported to Zenceipt following the issue that gave rise to the request or complaint. The User should provide all relevant information regarding the issue to facilitate a comprehensive investigation by Zenceipt and ensure an appropriate response. Any detrimental effects arising from delays in reporting the issue will be borne solely by the User.

Zenceipt will make reasonable efforts to ensure continuous availability of the Service as far as possible. Availability refers to the duration within which the User can use the Service normally. Downtime refers to periods when the Service is not available. However, Zenceipt reserves the right to temporarily suspend the Service for the purpose of resolving malfunctions or performing maintenance work.

Zenceipt will provide timely notification of planned maintenance activities, aiming to schedule such activities outside of regular working hours. Periods of unavailability resulting from circumstances beyond Zenceipt's control, or Force Majeure, will not be counted as downtime.

Zenceipt may provide regular updates to the Service. These updates are designed to improve, enhance, and further develop our Service, and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. The User agrees to receive such updates as part of the Service.

Insofar these updates are not exclusively reserved for the Paid Version of our Service, they will be provided free of charge.

The User will receive notification of any updates implemented by Zenceipt through the Service or the Website. The User's ongoing utilization of the Service after the release of any update implies the User's acceptance of said update.

Zenceipt reserves the right, at its sole discretion and without any liability to you, to amend or change these Terms and Conditions and/or any applicable Special Terms and Conditions at any time.

If Zenceipt intends to amend or modify these Terms and Conditions and/or any applicable Special Terms and Conditions, Users will receive prior notification via the Service.

Continued use of the Service after the effective date of any amendments or changes implies acceptance of the revised Terms and Conditions and/or any revised applicable Special Terms and Conditions.

Users who disagree with any amendments or changes to these Terms and Conditions and/or any applicable Special Terms and Conditions have the option to terminate their Account and must immediately discontinue their use of the Service.

We advise Users to periodically review these Terms and Conditions and/or any applicable Special Terms and Conditions to ensure compliance with the most recent versions.

With respect to changes, additions and/or amendments to our Privacy Notice, you will be notified separately in accordance with the provisions of our Privacy Notice.

10. Liability

Pursuant to the provisions set out in this Article 10 of the General Terms and Conditions, the User acknowledges and agrees that Zenceipt can only be held liable in accordance with these Terms and Conditions to the extent that the damage suffered by the User is directly caused by Zenceipt.

To the extent permitted by applicable law, Zenceipt shall not be liable for any loss or damage resulting from viruses or other technologically harmful materials that may infect your (mobile) device, data, or other protected material during your use of our Service.

To the extent permitted by applicable law, Zenceipt shall not be liable for any Third-Party Content/Services, including but not limited to their accuracy, completeness, legality, or reliability.

To the extent permitted by applicable law, Zenceipt will not be liable to the User or any Third Party for punitive, incidental, or indirect damages of any kind, including but not limited to damages or costs resulting from loss of profits, data, revenues, goodwill, expenses incurred in obtaining substitute services, or property damage arising from the use of the Service. This applies regardless of the cause of claim or theory of liability - whether based on tort, contract, or otherwise - even if Zenceipt is aware of the likelihood of such damages occurring.

Subject to the maximum extent permitted by applicable law, our liability, whether in contract, tort, or otherwise, shall not exceed the total amount of License Fees paid by the User to Zenceipt under this Agreement for the three (3) months immediately preceding the event giving rise to the claim.

11. Warranties

All warranties, conditions, and representations implied by applicable law concerning the Service are excluded to the fullest extent permitted by law and disclaimed. Except as expressly provided in these Terms and Conditions and any applicable Special Terms and Conditions, and to the extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis. Zenceipt makes no other warranties, covenants, or representations, whether written, oral, express, or implied, and disclaims all implied warranties, including but not limited to warranties of satisfactory quality, merchantability, fitness for a particular purpose, availability, non-infringement, or fitness for a particular use. Zenceipt does not warrant that the Service is free from errors, viruses, or other harmful components, or that defects will be corrected. The User should take its own precautions in this regard.

The Service may contain inaccuracies and typographical errors. We do not guarantee the accuracy or completeness of the content and services offered on the Platform. In addition, we expressly reserve the right to correct any erroneous information on the Platform.

12. Indemnification

By Zenceipt

As provided herein, Zenceipt will indemnify and defend you against substantiated and valid claims by Third Parties to the extent the claim is based on a violation of the Third Party's Intellectual Property Rights by the Service, excluding claims resulting from:

Your unauthorized use of the Service;
Changes to the Service made by you or by a Third Party appointed by you;
Your failure to use the latest version of the Service when we have indicated that the update or correction was necessary to prevent a potential breach;
Your use of the Service in combination with products or services not specifically offered by Zenceipt, without our express consent.

Such indemnification obligation is subject to the following conditions:

Zenceipt must be notified immediately in writing of any such claim or demand;
Zenceipt will determine the defense and settlement of such a claim at its sole discretion;
At Zenceipt’s request, the User will cooperate fully with Zenceipt in defending and settling such a claim at Zenceipt’s expense;
The User may not make any representations about our liability in respect of any such claim, nor may the User agree to any settlement in respect of any such claim, without Zenceipt’s prior written consent.

If these conditions are met, Zenceipt will indemnify the User for all damages and costs incurred by the User as a result of such claim, as awarded by a court in last instance having jurisdiction or as agreed in the settlement with our plaintiffs.

If, in Zenceipt’s reasonable opinion, the Service is likely to be the subject of an infringement claim by a Third Party, Zenceipt reserves the right, in its sole discretion and at its own expense:

To modify the Service (or the (allegedly) infringing part thereof) so that the infringement no longer exists, but the equivalent functionality is maintained;
For the User to acquire a license enabling continued use of the Service in accordance with these Terms and Conditions and any applicable Special Terms and Conditions.

By the user

The User will indemnify and hold Zenceipt harmless from any claim, demand, loss, liability or damage of any kind, including reasonable attorneys' fees, whether in tort or contract, that Zenceipt may face as a result of a claim by a Third Party relating to:

The User’s breach or violation of any provision of these Terms and Conditions and/or any applicable Special Terms and Conditions or other instructions or policies;
Content that violates the Intellectual Property Rights of Third Parties;
The User's engagement in fraudulent activities, intentional deception, or gross negligence.

The User agrees that use of the Service in breach of the provisions set out in Clause 12.1 and 12.4 constitutes unauthorized and inappropriate use of the Service.

13. Duration & termination

The Agreement will remain in effect indefinitely, starting from the moment the User accepts these Terms and Conditions and any applicable Special Terms and Conditions upon creating an Account. Users have the option to cancel their Account at any time through the dashboard of the Service, thereby terminating the Agreement.

Notwithstanding the foregoing, if the User has subscribed to the Paid Version of the Service, the cancellation of their Account (and thus the termination of the Agreement) will only become effective at the end of the current paid term.

Upon termination of this Agreement for any reason, all rights, obligations, and licenses of the Parties shall cease, except that all obligations that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive. Unless otherwise agreed, all use of the Service by the User shall be discontinued.

Furthermore, we reserve the right to immediately restrict, terminate, or suspend your use of the Service at our sole discretion, without prior notice or liability, due to a serious breach of these Terms and Conditions and/or any applicable Special Terms and Conditions, or the underlying agreement committed or caused by you. Such breaches include, but are not limited to, violations of the Terms and Conditions, any applicable Special Terms and Conditions, or other instructions, guidelines, or policies (including our Privacy Notice). Any suspension by us will remain in effect until you have rectified the breach that led to the suspension or limitation.

14. Miscellaneous provisions

Waivers - No failure or delay by Zenceipt in exercising any right or remedy provided by law or pursuant to the Agreement will impair such right or remedy or be construed as a waiver of it and will not preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.

No Implied Rights - Other than expressly provided for in these Terms and Conditions or in any applicable Special Terms and Conditions, nothing in the Agreement grants or shall be construed to grant to any Party any further or implied right or license to any Intellectual Property Right or application therefore which are held by or in the name of the other Party or which are controlled by the other Party, or to any Confidential Information received from the other Party.

Severability - If any provision of these Terms and Conditions or any applicable Special Terms and Conditions is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in the Agreement, but without invalidating any of the remaining provisions of these Terms and Conditions or any applicable Special Terms and Conditions. In the event of any provision being found invalid or unenforceable, the particular provision will be substituted with a valid and enforceable provision. This substitute provision should closely align with the intended effect of the invalidated or unenforceable provision.

Entire Agreement - These Terms and Conditions and any applicable Special Terms and Conditions constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether oral or written, relating to such subject matter. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and duly executed by both Parties.

Governing Law and Jurisdiction – These Terms and Conditions and any applicable Special Terms and Conditions are governed by and must be construed and interpreted in accordance with the laws of Estonia. The courts of Tallinn have exclusive jurisdiction over any dispute arising out of or related to these Terms and Conditions and any applicable Special Terms and Conditions, including their termination.

Annex 1: Definitions

Account: Refers to the personal account created by the User within the Service;
Agreement: Refers to the agreement concluded between the User and Zenceipt regarding the use of the Service, governed by the Terms and Conditions and/or any applicable Special Terms and Conditions;
Company: Refers to the employer or organization represented by a Professional User;
Consumer: Refers to any individual who makes use of the Service for purposes which are outside their trade, business or profession;
Force Majeure: Refers to a temporary or permanent inability of a Party to fulfil their obligations, resulting from facts and circumstances reasonably beyond the control of that Party. Force majeure shall in any case apply to: war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, internet failure, third party negligence or contractual default, strike or social action and otherwise all circumstances qualified by both parties as Force Majeure;
Terms and Conditions: Refers to the terms and conditions governing the use of the Service, which may be supplemented by any applicable Special Terms and Conditions;
Intellectual Property Rights: Refers to any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighbouring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; (e) layout design rights, design rights, topographic right (f) internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis rights and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;
License Fee: Refers to the fee applicable to the use of the Paid Version of the Service;
Personal Data: Refers to any information relating to an identified or identifiable natural person;
Privacy Notice: Refers to Zenceipt’s privacy notice, providing information about how Zenceipt processes your personal data in the context of the Service;
Professional Users: Refers to any individual who makes use of the Service for professional purposes;
Paid Version: Refers to the paid version of the Service, subject to the payment of a License Fee;
Third Party: Refers to any individual, entity, or organization not directly involved in the Agreement;
Third-Party Content/Services: Refers to any content or services originating from Third Parties which are integrated into the Service;
Service: Refers to the web-based software service provided by Zenceipt, which is governed by the Terms and Conditions and/or any applicable Special Terms and Conditions;
User: Refers to any individual utilizing the Service, either as a Consumer or as a Professional User.
Website: Refers to Zenceipt’s website, available at zenceipt.com.