Terms of Service

1. Purpose and definitions

The purpose of these Terms is to define the conditions under which the Provider makes the ZenHost service available to the Customer, remotely and in software-as-a-service (SaaS) form, for the operational management of short-term rental properties. For the purposes of these Terms:

Service

means the ZenHost online software solution and all related features, documentation and ancillary services provided by the Provider.

Customer

means the professional (property owner, agency, property manager) who has subscribed to the Service.

User

means any individual acting under the Customer's responsibility and accessing the Service through their own credentials.

Customer Content

means all data, listings, messages, documents and information uploaded or generated by the Customer or its Users through the Service.

Subscription

means the plan subscribed by the Customer defining the functional scope, the number of Users or properties, and the associated fees.

2. Acceptance and enforceability

Subscription to the Service constitutes unreserved acceptance of these Terms. The Customer acknowledges having received the information and advice necessary to assess the suitability of the Service to its needs. In the event of a conflict between these Terms and any other document (other than an amendment signed by both parties), these Terms shall prevail. The Customer's general purchasing conditions are expressly excluded.

3. Account and credentials

Creating an account requires the provision of accurate, up-to-date and complete information. The Customer is solely responsible for the confidentiality of its credentials and for any action carried out under its account.

Any login, operation or instruction performed using the Customer's credentials is deemed to have been made by the Customer and engages its liability, including where such action was performed by an unauthorised third party. Any fraudulent use, compromise or loss of credentials must be reported without delay to the Provider at support@zenhost.com; until the credentials are effectively reset by the Provider, all actions performed remain attributable to the Customer.

The Provider shall not be liable for any loss suffered by the Customer resulting from third-party use of its credentials prior to such notification.

4. Service description and availability

The Service is provided on a reasonable endeavours basis (reasonable skill and care, within the meaning of section 13 of the Supply of Goods and Services Act 1982). No commitment as to availability, performance, response time, continuity or result is given, whether express or implied, and no service level agreement applies. Any interruption, degradation or unavailability of the Service — regardless of its duration or cause — shall not give rise to any refund, credit, service credit, compensation or indemnity of any kind.

The Provider reserves the right to modify the Service, add, alter or withdraw features at its sole discretion, subject to informing the Customer by any appropriate means. Changes that do not materially alter the subscribed functional scope are deemed accepted by the Customer upon release.

Services expressly excluded. Unless otherwise stated in a signed order form, the Service does not include: (i) training of Users; (ii) operational assistance with the Customer's bookings, guests or rentals; (iii) development of Customer-specific features; (iv) maintenance of the Customer's systems, hardware or third-party applications; (v) resolution of issues caused by misuse of the Service, by Customer configuration actions, or by failure of third-party infrastructure (OTAs, channel managers, payment gateways, internet providers); (vi) integration, configuration or customisation of third-party services not supplied by the Provider.

Beta, preview and early-access features. Features expressly identified as *Beta*, *Preview* or *Early Access* are provided AS IS, without any warranty, availability commitment or guarantee of continued support. The Provider may withdraw, modify or discontinue such features at any time, without notice or indemnity. Article 11 (Liability) applies to Beta features, without any floor.

No guarantee of results. The Provider makes no representation or warranty as to any commercial, operational or financial outcome linked to the use of the Service (number of bookings, occupancy rate, revenue, time savings, etc.).

Nature of the Service — software tool only. The Service is a SaaS software tool. The Provider does not act as a travel agent, tour operator, organiser of stays, property manager, real-estate agent, agent of the Customer, tourist accommodation provider, payment institution, payment service provider, legal adviser, tax adviser, accounting adviser, data protection officer of the Customer, nor as an agent of the Customer in any capacity whatsoever. The Provider does not enter into any contract with the Customer's guests, does not collect any sum on behalf of the Customer other than the billing of the Subscription itself, and does not provide any binding commercial, legal or tax recommendation. Any contract entered into between the Customer and its guests, OTAs or partners is the Customer's sole and exclusive responsibility.

Scheduled maintenance. The Provider may carry out maintenance, upgrades, bug fixing, security or update operations on the Service. Such operations may cause partial or total unavailability of the Service, without minimum notice being required and without giving rise to any compensation. The Provider endeavours to schedule major operations outside peak usage hours.

Technical limits — protection of the Service. The Provider may, without notice, limit, throttle, deprioritise or suspend programmatic access (APIs, webhooks, integrations) of any Customer whose use may compromise the stability, security or performance of the Service or of another customer. Usage volumes, rate limits, storage quotas and any other technical limits may be adjusted by the Provider at its sole discretion.

5. Prices, invoicing and payment

Prices are those stated on the pricing page of the site or in the order form signed between the parties, exclusive of tax. VAT and any applicable tax on the date of invoice issuance are added. The Provider may update its prices at any time; any new price applies to the next subscription period and is notified at least thirty (30) days before taking effect.

Payment is made by direct debit or bank card, on order for monthly subscriptions and according to the agreed schedule for annual subscriptions. The payment term is thirty (30) days from the date of invoice issuance. Access to the Service is only opened upon effective receipt of the first payment; no service is delivered until the order is paid in full.

Principle — no refund. Save as required by mandatory law and subject to the satisfaction guarantee set out below, amounts paid for the Service are non-refundable. For annual subscriptions, no refund — not even pro-rata — is due if the Customer terminates early during the subscription period. For monthly subscriptions, termination takes effect at the end of the current billing cycle, with no pro-rata refund of the ongoing period.

30-day satisfaction guarantee — conditions. As a commercial courtesy and without creating a contractual right, the Provider offers a thirty (30) day satisfaction guarantee on the first subscription period. The Customer may request a refund by sending a reasoned written request to support@zenhost.com within that period. The guarantee is subject to the following cumulative conditions: (i) it applies exclusively to the Customer's first Subscription, excluding any renewal or subsequent subscription; (ii) the request must be made within thirty (30) days of the first effective payment; (iii) the guarantee does not apply in cases of abusive, fraudulent use or use in breach of these Terms, or breach of Article 7, or where usage volumes indicate that the Customer has already obtained substantial benefit from the Service; (iv) the Provider may refuse the refund where it appears that the Customer is attempting to circumvent the guarantee through successive subscriptions or the creation of separate accounts; (v) where a refund is granted, access to the Service ceases immediately, all Customer Content may be deleted in accordance with Article 6, and any potential renewal is cancelled. The Provider reserves the right, acting reasonably, to verify the request and issue its decision within fifteen (15) business days.

In the event of late payment, statutory interest accrues by operation of law under the Late Payment of Commercial Debts (Interest) Act 1998 (Bank of England base rate plus 8%), together with a fixed recovery sum under the same Act (£40 for a debt under £1,000, £70 for debts of £1,000 to £9,999, £100 for debts over £10,000). If recovery costs exceed this fixed sum, additional compensation may be claimed on proof. The Provider reserves the right to suspend the Service after a formal notice left unanswered for fifteen (15) days, without prejudice to any other right or action, and any amounts previously paid prior to such suspension or termination shall be retained by the Provider.

6. Term, renewal, termination and portability

Term and renewal. The Subscription is entered into for the initial term indicated on subscription (monthly or annual). It is tacitly renewed for successive periods of the same duration, unless terminated by either party by written notice with a thirty (30) day notice period before the end of the term.

Termination for breach. In the event of a material breach by the other party that is not remedied within thirty (30) days following formal notice sent by registered letter or email with acknowledgement of receipt, the non-defaulting party may terminate the contract as of right, without prejudice to any damages to which it may be entitled.

Return and deletion of Customer Content. On termination, the Customer has a period of ninety (90) days to retrieve Customer Content through the self-service export features (JSON or CSV formats, depending on the categories of data concerned). Beyond that period, the Provider shall proceed with the final deletion of the data, subject to statutory retention obligations. Given the rotation cycle of technical backups operated by infrastructure sub-processors, full physical deletion shall occur within a maximum of one hundred and twenty (120) days from the end of the retrieval period.

Portability and switching of providers (Data Act). In accordance with Regulation (EU) 2023/2854 (Data Act) and from its full application date, the Provider facilitates the switching of data-processing service providers and makes available to the Customer the formats and interfaces required for effective portability. From 12 January 2027 onwards, no egress or switching fees shall be charged to the Customer in connection with the retrieval of its Customer Content.

7. Customer's obligations, usage restrictions and warranties

The Customer undertakes to use the Service in accordance with its intended purpose, applicable regulations and these Terms. In particular, the Customer shall not:

- (i) circumvent security measures, access controls or technical limits of the Service; - (ii) carry out reverse engineering, decompilation, disassembly or decryption of the Service (save as permitted by section 50B of the Copyright, Designs and Patents Act 1988); - (iii) use the Service to send unsolicited communications or spam; - (iv) upload illegal, defamatory, misleading content or content infringing the rights of third parties; - (v) make the Service available to third parties beyond the scope of its Subscription, or allow third parties to benefit from it indirectly; - (vi) combine the Service with any other software or service in a manner likely to alter its operation, security or stability; - (vii) rent, assign, transfer, resell or sub-licence all or part of the Service, whether for consideration or free of charge; - (viii) reproduce, duplicate, copy or exploit the structure, code, documentation or data of the Service for commercial purposes; - (ix) carry out any mass, automated or systematic extraction of data from the Service (robots, spiders, scrapers, harvesting tools); - (x) engage in any conduct or statement constituting unfair competition, parasitism, disparagement or defamation of the Provider; - (xi) use the Service to harass, threaten, track, stalk or otherwise intimidate a guest, employee, business partner or any third party; - (xii) upload, store or transmit through the Service any content depicting child sexual abuse or exploitation of a minor (CSAM) — any such conduct entails immediate termination without notice, preservation of the relevant data for law-enforcement purposes and notification to the competent authorities (notably NCMEC, the National Crime Agency and, where applicable, the French OCLCTIC); - (xiii) deliberately breach the terms of service of online travel agencies or listing platforms (Airbnb, Booking.com, Vrbo, Expedia, and other OTAs) through use of the Service, including the publication of fake listings, the creation of fraudulent reservations or the circumvention of platform policies; - (xiv) use the Service, its outputs, logs, metadata or any information accessible through it to train, fine-tune, validate or benchmark a machine-learning or artificial-intelligence model, whether proprietary or third-party, or to assemble a dataset for such purposes; - (xv) resell, disclose, share or otherwise commercially exploit the data of the Customer's guests collected through the Service outside the strict purpose of operating short-term rental accommodation, including any sale to data brokers, marketing networks or third-party platforms.

Any breach of obligations (xi) to (xv) authorises the Provider to suspend or terminate the Subscription immediately, without notice, without refund and without prejudice to any damages (see Article 13).

Customer Content. The Customer warrants that it holds all rights, authorisations and consents necessary over Customer Content and over the data it processes through the Service, and warrants that such processing is lawful under applicable regulations (EU GDPR, UK GDPR, sectoral rules, etc.).

Autonomous use of the Service — sole responsibility of the Customer. The Service is a tool made available to the Customer. The Customer alone decides the purposes for which it uses the Service, the data it chooses to collect from its guests or third parties (in particular: contact details, copies of identity documents, photographs, registration records, payment information, special categories of data within the meaning of article 9 GDPR), how such data is stored, shared or exploited, and the communications it sends to its guests through the Service.

The Customer assumes full and sole responsibility for: (i) the lawfulness of each collection and processing activity it carries out through the Service; (ii) providing prior information to data subjects in accordance with articles 12 to 14 of the UK GDPR / EU GDPR; (iii) obtaining consent where required; (iv) complying with applicable retention periods; (v) responding to rights requests from data subjects (in particular guests); (vi) the security and confidentiality of documents and files it uploads into the Service; (vii) any communication, invoicing or administrative action it carries out towards its guests through the Service.

The Provider acts only on the Customer's instructions and has neither knowledge of nor control over the purposes determined by the Customer. The Provider shall not be held liable for the use the Customer or its Users make of the Service, nor for any consequences, damages or claims arising therefrom vis-à-vis third parties (guests, authorities, platforms, rights holders).

Economic sanctions and export control. The Customer represents and warrants that: (i) it is not located, established or domiciled in a country or territory subject to an embargo or restrictive measures imposed by the United Kingdom (OFSI — Office of Financial Sanctions Implementation), the European Union or the United States (OFAC); (ii) it is not listed on any designated-persons list maintained by these authorities (UK Consolidated List, EU sanctions list, OFAC Specially Designated Nationals List); (iii) it shall not use the Service for the direct or indirect benefit of any person subject to such measures. Any breach entitles the Provider to suspend or terminate the Subscription as of right and without compensation.

No competitor access. The Customer shall not subscribe to the Service, directly or indirectly, on behalf of or for the benefit of a competitor of the Provider, nor use the Service with the aim of building or improving a competing product. The Provider may refuse or terminate any Subscription for which such competing use is identified.

Customer's professional status. The Customer represents and warrants that: (i) it acts exclusively in a professional capacity (as a trader, company, self-employed person or equivalent) and not as a consumer; (ii) it is duly registered, enrolled or authorised to carry on its activity in each relevant jurisdiction (SIRET for French customers, Companies House for UK customers, equivalent registration for others); (iii) each person creating an account or using the Service is an adult acting under the Customer's authority and on its behalf; (iv) any person accepting these Terms has the authority to bind the Customer.

Compliance with OTAs and third-party platforms. The Customer is solely responsible for ongoing compliance with the terms of use of each third-party platform (Airbnb, Booking.com, Vrbo, Expedia, Abritel, Agoda, eDreams, Hopper, Google Vacation Rentals and any other OTA, channel manager, payment provider or third-party service) to which it connects through the Service. The Provider gives no warranty as to the continuity, compatibility or stability of such integrations, which may be changed, suspended or withdrawn unilaterally by the third-party platforms. Any suspension, termination or sanction imposed by a third-party platform on the Customer falls exclusively within the relationship between the Customer and that platform.

Hospitality regulatory compliance. The Customer is solely responsible, in each jurisdiction where it operates, for compliance with all rules applicable to its short-term rental activity, including without limitation: (i) planning and change-of-use rules; (ii) licences, prior declarations, local registrations or mandatory host numbers; (iii) reporting obligations to local authorities and tourism offices; (iv) collection and remittance of any tourist tax; (v) tax and social-security obligations (VAT, income or corporate tax, social contributions); (vi) hygiene, safety, accessibility and insurance rules; (vii) pre-contractual and contractual information obligations towards guests; (viii) guest-registration rules and data transmission to the authorities. The Provider does not provide any legal, tax or regulatory advice; any helper feature (calculators, document templates, suggestions) is purely informational and shall not engage the Provider's liability.

Anti-bribery and anti-money-laundering. The Customer represents and warrants that it complies with applicable anti-bribery laws (UK Bribery Act 2010, French law n° 2016-1691 of 9 December 2016 known as "Sapin II", US Foreign Corrupt Practices Act and any equivalent law) as well as with anti-money-laundering and counter-terrorism financing laws, and that it shall not use the Service to facilitate, carry out or conceal any such offence. The Customer shall not offer, promise or give any undue advantage to any employee, representative or agent of the Provider.

Accuracy and lawfulness of Customer data. The Customer warrants the accuracy, completeness, relevance and timeliness of data it enters, uploads or causes to be entered in the Service, as well as the lawfulness of its collection and holding. The Provider is not required to verify such data and does not warrant its accuracy, relevance or fitness for any particular purpose of the Customer.

Credential security — reminder. The Customer implements appropriate organisational measures to preserve the confidentiality of its access credentials, enables multi-factor authentication where available, trains its Users, and promptly revokes the access of persons leaving its organisation. The Customer bears full responsibility for the consequences of any failure in the security of its credentials or workstations.

8. Intellectual property, feedback and aggregated data

Service ownership. The Service, its software components, databases, trademarks and graphical elements remain the exclusive property of the Provider or its licensors, protected under the Copyright, Designs and Patents Act 1988, the Trade Marks Act 1994 and applicable international conventions.

Licence granted to the Customer. The Provider grants the Customer, for the duration of the Subscription, a non-exclusive, non-transferable and non-sublicensable right to use the Service, within the subscribed scope. The Customer retains full ownership of Customer Content and grants the Provider a limited, royalty-free and non-exclusive licence strictly for the technical operations necessary for the provision of the Service.

Customer feedback. Any feedback, suggestion, bug report, improvement idea or functional recommendation provided by the Customer, its Users or any person acting on its behalf may be freely used by the Provider. The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free and sublicensable licence to integrate, adapt and exploit such feedback in the Service and in any product or service of the Provider, without any compensation or attribution obligation.

Aggregated and anonymised data. The Provider may collect, process, compile and exploit aggregated and anonymised usage data (usage statistics, aggregated booking trends, performance indicators, depersonalised technical logs) for the purposes of improving the Service, security, market benchmarking, publishing industry reports and developing new features. Once irreversibly anonymised within the meaning of Recital 26 of the UK GDPR / EU GDPR, such data is no longer personal data and may be retained and used by the Provider without time limitation.

Artificial intelligence — no training on Customer Content. The Provider does not train, fine-tune, validate or benchmark artificial-intelligence models — whether proprietary or supplied by a third party — on identifiable Customer Content. Aggregated and irreversibly anonymised data may, however, be used to improve analytical or AI features of the Service. Where the Service integrates generative artificial-intelligence features, they are identified as such and any generated content is labelled in accordance with article 50 of Regulation (EU) 2024/1689 (AI Act). The Provider gives no warranty as to the accuracy, relevance or absence of bias of outputs produced by such features; it is the Customer's responsibility to verify and validate any output before using it in its communications with guests or in its operational decisions.

Customer reference — name and logo. The Customer authorises the Provider to cite its corporate name, reproduce its logo and use any testimonial, quotation or case study it provides, without compensation, for commercial and marketing communications (website, presentations, case studies, investor communications, social media, industry trade shows and events, advertising campaigns). This authorisation is granted for the entire duration of the Subscription and for the two (2) years following its termination. The Customer may at any time and without reason object to such use by sending a simple email to support@zenhost.com; the Provider shall then cease such use within a reasonable period, without retroactive effect on materials already published or printed.

9. Data protection — roles and responsibilities

Allocation of roles. For personal-data processing carried out by the Customer through the Service — in particular data of its guests, prospects, partners or contacts (identity, contact details, stay history, copies of identity documents, payment information, photographs, messages, etc.) — the Customer acts alone as controller within the meaning of article 4(7) of the UK GDPR and EU GDPR. As such, it defines the purpose and means of the processing, determines the legal basis, informs data subjects, obtains consent where required, maintains its record of processing activities and alone responds to data-subject rights requests.

The Provider acts as a processor within the meaning of article 28 of the UK GDPR and EU GDPR for such processing. It acts exclusively on documented instructions from the Customer and uses the Customer's data only for the purposes of providing the Service.

Account and billing data. For data strictly necessary to manage the customer account, to invoice, and to secure the platform, the Provider acts as an independent controller — see Privacy Policy.

DPA. The conditions of the processing, the technical and organisational measures, the list of subsequent subprocessors, the audit arrangements and the safeguards applicable to transfers outside the UK/EEA (IDTA, ICO Addendum, SCCs 2021/914) are set out in a Data Processing Agreement (DPA) published at /dpa. Subscription to the Service constitutes acceptance of the DPA in force on the date these Terms are accepted. The DPA shall prevail over these Terms for any matter relating to the processing of personal data.

Notification by the Provider of a security incident. In accordance with article 33(2) of the GDPR / UK GDPR, the Provider shall notify the Customer without undue delay and, in any event, within forty-eight (48) hours of actually becoming aware of any security incident affecting personal data processed on behalf of the Customer, in order to allow the Customer to comply, where applicable, with its notification obligation to the supervisory authority (art. 33(1)) and to data subjects (art. 34).

Special categories. The Customer shall not use the Service to process special categories of data within the meaning of article 9 GDPR (health data, biometric data — including automated facial comparison based on copies of identity documents —, sexual orientation, data revealing racial or ethnic origin, political opinions, religious beliefs, trade-union membership, genetic data) without first informing the Provider and, where applicable, signing a specific addendum to the DPA. The Customer warrants and indemnifies the Provider against any claim resulting from an unauthorised processing of such categories through the Service.

10. Confidentiality

Each party undertakes to preserve the confidentiality of non-public information received from the other party in connection with the performance of these Terms, for the entire duration of the contract and for three (3) years thereafter. This obligation does not apply to information that has entered the public domain without fault on the part of the receiving party, or the disclosure of which is required by law or a competent authority.

Provider's confidential information. In particular, the following are deemed confidential for the Provider's benefit: the structure, architecture, interfaces, algorithms, source code and underlying ideas of the Service, technical documentation, negotiated prices, special commercial conditions, product roadmaps, and any non-public information communicated to the Customer in connection with demonstrations, beta programs or audits. The Customer shall not disclose such information to any third party, in particular to a competitor of the Provider.

11. Warranties, exclusions and liability

12. Force majeure

Neither party shall be liable for a breach resulting from a force majeure event — namely an event beyond its reasonable control, that could not reasonably have been foreseen at the time of conclusion of the contract and the effects of which cannot be avoided by appropriate measures. The following are considered as such, without this list being exhaustive: natural disaster; war, armed conflict or terrorist act; epidemic or pandemic; major failure of telecommunications networks, internet service providers or internet infrastructure; large-scale cyberattack, supply-chain attack or compromise of a critical technical sub-processor; measures or decisions of a public authority imposing suspension or substantial modification of the Service; general strike or nationwide social movement.

The affected party shall inform the other as soon as possible. If the event continues for more than sixty (60) days, either party may terminate the contract without compensation.

13. Suspension and termination for abuse

The Provider may suspend all or part of the Service, after formal notice left unanswered for fifteen (15) days, in the event of: (i) non-payment; (ii) breach by the Customer of its obligations; (iii) a proven risk to the security of the Service or another customer; (iv) a request from a competent authority.

Immediate suspension or termination without compensation. Without notice or prior warning, the Provider may suspend or terminate access to the Service as of right in the event of: (i) manifest breach of these Terms, in particular of clauses 7 (usage restrictions) and 8 (intellectual property); (ii) abusive or fraudulent conduct, unfair competition, parasitism, disparagement or defamation of the Provider; (iii) credible third-party notification of a manifestly unlawful use of the Service; (iv) a judicial or administrative request.

In such cases, amounts already paid by the Customer shall be retained by the Provider and no refund shall be owed, without prejudice to any damages the Provider may be entitled to claim. Suspension does not release the Customer from its payment obligations.

14. Changes to the Terms

Unilateral modification. The Provider may at any time modify, supplement or update these Terms, at its sole discretion and without any particular reason, including to reflect changes in the Service, its subprocessors, its business model, its organisation, applicable regulations or its commercial practices.

Effect on publication. Changes take immediate effect against the Customer upon publication on the site https://app.zenhost.com (or any equivalent URL), without any prior individual notice. No advance notice, no email notification and no in-product notice are required, whether the changes are minor or substantial. The "Last updated" date shown at the top of the Terms determines the applicable version.

Customer's responsibility to review. It is the Customer's responsibility to check regularly the Terms published at https://app.zenhost.com/terms-of-service to keep itself informed of any changes. The Customer cannot invoke a lack of awareness of published changes.

Tacit acceptance through continued use. Continued use of the Service after publication of the new Terms constitutes the Customer's full acceptance thereof. Where the Customer does not accept the new Terms, its sole option is to cease using the Service immediately and to terminate its Subscription in accordance with Article 6; amounts already paid for the ongoing period shall not be refunded, subject to the satisfaction guarantee in Article 5.

Mandatory carve-out. Where an applicable mandatory law (in particular concerning the protection of personal data) requires a notification period or a specific procedure, that law shall prevail over these provisions, solely for the relevant change.

15. Indemnification, assignment and miscellaneous

Customer indemnification (hold-harmless). The Customer shall indemnify, defend and hold harmless the Provider, its officers, employees and subprocessors against any claim, action, judgment, damage, penalty, cost and reasonable fees (including legal fees) arising from: (i) a breach by the Customer of these Terms or of applicable regulations; (ii) the Customer Content, data processed through the Service or any content made available to third parties through the Service; (iii) a third-party claim (guest, authority, OTA platform, rights holder) relating to the Customer's or its Users' use of the Service.

Mutual intellectual-property indemnity. The Provider shall indemnify the Customer against any third-party claim alleging that the Service, in the version provided by the Provider and used in accordance with these Terms, infringes a third party's intellectual-property right (copyright, trade mark or patent), up to the liability cap set out in Article 11. This indemnity is subject to: (i) prompt written notice from the Customer to the Provider upon becoming aware of the claim; (ii) the Customer granting the Provider sole control of the defence and settlement negotiations; (iii) reasonable cooperation from the Customer. This indemnity does not cover: (a) claims based on Customer Content; (b) use of the Service combined with any software, data or service not supplied or recommended by the Provider; (c) modifications made to the Service by the Customer or an unauthorised third party; (d) use of the Service after a corrected version or a functionally equivalent alternative has been made available; (e) use of the Service for an unauthorised purpose or in an unauthorised territory. If an infringement claim is found to be valid, the Provider may, at its option: modify the Service to make it non-infringing, obtain the right to continue its use, or terminate the Subscription with a pro-rata refund of unused amounts. This clause constitutes the Customer's sole and exclusive remedy for any intellectual-property infringement.

Assignment. The Customer may not assign, transfer or dispose of these Terms, in whole or in part, without the Provider's prior written consent. The Provider may freely assign or transfer these Terms, in whole or in part, to any affiliated company, to any successor or acquirer of all or part of its business, without the Customer's prior consent, subject to notifying the Customer by any appropriate means. Such assignment automatically transfers both these Terms and the DPA to the assignee, without any further consent from the Customer being required.

Waiver. The fact that either party does not rely on a breach of a contractual obligation cannot be interpreted as a waiver of that right later.

Severability. If any provision of these Terms is held void or unenforceable, the remaining provisions shall remain in full force and effect.

Entire agreement. These Terms, together with the DPA and any signed order form, constitute the entire agreement between the parties and supersede any prior negotiation or agreement.

Prevailing language. These Terms are available in English and French. In the event of any discrepancy between the two versions, the English version prevails, subject to the mandatory provisions of the French Loi n° 94-665 of 4 August 1994 (loi Toubon) for users located in France, to whom the French version remains enforceable.

Third parties (Contracts (Rights of Third Parties) Act 1999). Save as expressly stated otherwise, no person other than the parties to this contract may enforce it.

Electronic acceptance (clickwrap). The Customer acknowledges that acceptance of these Terms by way of a tick-box, validation of a sign-up screen, entry of payment credentials, actual use of the Service or any other equivalent electronic mechanism constitutes an electronic signature and carries the same effect as a handwritten signature within the meaning of articles 25 and 26 of Regulation (EU) 910/2014 (eIDAS), section 7 of the Electronic Communications Act 2000 and English common law. Technical logs maintained by the Provider (timestamp, IP address, account identifier, version of the Terms accepted) constitute evidence of acceptance absent proof to the contrary.

No partnership, agency or joint venture. These Terms create no partnership, no joint venture, no agency, no mandate, no employment relationship and no representation between the parties. Neither party may bind the other, assume any obligation or make any statement on its behalf without prior written authorisation.

Service of notices. Any notice required under these Terms shall be validly made: (i) to the Provider, by email to support@zenhost.com, with a copy by registered letter with acknowledgement of receipt to the registered office at 24-26 Arcadia Avenue, Fin009/8659, London N3 2JU, United Kingdom; (ii) to the Customer, by email to the contact address recorded in its account or, failing that, by an in-product notice. Notices are deemed received on the business day following despatch for emails, and on the date of first presentation for registered letters.

Survival of obligations. Provisions which by their nature or purpose are intended to survive termination of these Terms shall remain in force after termination, in particular: Article 3 (attribution of actions performed with credentials), Article 5 (sums due and no-refund rule), Article 6 (return and deletion), Article 7 (Customer warranties and indemnities), Article 8 (intellectual property, feedback, aggregated data, AI, commercial reference), Article 9 (data protection), Article 10 (confidentiality), Article 11 (liability, cap and limitation period), Article 15 (indemnification, assignment, miscellaneous and survival) and Article 16 (governing law and jurisdiction).

No implied waiver. Any tolerance by the Provider of a breach, any delay in exercising a right or invoking a clause shall not be construed as a waiver of that right or clause.

Construction. Article headings are provided solely for convenience and do not affect interpretation. Enumerations introduced by "including", "in particular" or "for example" are not exhaustive.

16. Governing law and jurisdiction

These Terms are governed by English law, excluding its conflict-of-laws rules. Prior to any contentious action, the parties shall endeavour to settle any dispute amicably, within a maximum of thirty (30) days from notice thereof.

Failing an amicable settlement, any dispute relating to the validity, interpretation or performance of these Terms shall fall within the exclusive jurisdiction of the Courts of England and Wales (London), including in the event of multiple defendants, third-party proceedings or urgent procedures.

Users established in the EEA. Mandatory data-protection provisions under the EU GDPR remain applicable to data subjects established in the EEA, regardless of the law chosen by the parties.