End User Agreement

Version: 2.0 | Effective Date: 5 May 2026 | Jurisdiction: England and Wales

1. Interpretation

1.1 Definitions

In this Agreement, the following terms shall have the meanings set out below:

• Agreement — This End User Agreement together with any Order Form, Data Processing Addendum, and any schedules or addenda incorporated by reference.
• API — The application programming interface made available by Zigaflow as part of the Platform, enabling programmatic access to and interaction with the Service.
• Authorised Users — Individuals permitted to access and use the Service under the Subscription, as specified in the Order Form or as subsequently agreed in writing.
• Confidential Information — Any information disclosed by one party to the other that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.
• Customer — The legal entity or individual that has entered into this Agreement with Zigaflow and is named in the Order Form.
• Customer Data — All data, information, and content inputted or uploaded by the Customer or its Authorised Users into the Service.
• Documentation — User guides, help content, API references, and other technical materials made available by Zigaflow relating to the Service.
• Effective Date — The date on which the Customer accepts this Agreement or first accesses the Service, whichever is earlier.
• Intellectual Property Rights — All patents, copyrights, trade marks, trade secrets, database rights, design rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• Order Form — A written or electronic order document or online subscription confirmation setting out the Subscription tier, number of Authorised Users, fees, and other commercial terms.
• Personal Data — Has the meaning given in applicable Data Protection Legislation.
• Platform — The Zigaflow web-based business management and automation application, including all modules, APIs, integrations, and associated infrastructure operated by Zigaflow.
• Service — Access to and use of the Platform, Documentation, and Support Services as provided pursuant to this Agreement.
• Subscription — The Customer's right to access and use the Service during the Subscription Term in accordance with this Agreement.
• Subscription Fees — The fees payable by the Customer for the Subscription as set out in the Order Form or on Zigaflow's published pricing page.
• Subscription Term — The period of the Customer's Subscription as specified in the Order Form, commencing on the Effective Date.
• Support Services — The technical support services provided by Zigaflow in accordance with clause 7.
• UK GDPR — The UK General Data Protection Regulation as retained in UK law by the European Union (Withdrawal) Act 2018, as amended.
• Zigaflow — Zigaflow Ltd, a company incorporated in England and Wales, whose registered address is 2A Charing Cross Road, London WC2H 0HF.

1.2 Construction

• References to clauses are references to clauses of this Agreement.
• The singular includes the plural and vice versa.
• Any reference to a statute includes all amendments, re-enactments, or replacements from time to time.
• Headings are for convenience only and shall not affect interpretation.

2. Subscription and Grant of Licence

2.1 Licence Grant

Subject to the Customer's compliance with this Agreement and timely payment of all Subscription Fees, Zigaflow grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to access and use the Service solely for the Customer's internal business operations and in accordance with the Documentation.

2.2 Authorised Users

• The Customer may permit Authorised Users to access and use the Service up to the number specified in the Order Form.
• The Customer is responsible for ensuring that Authorised Users comply with this Agreement and for any acts or omissions of Authorised Users as if they were its own.
• The Customer shall maintain a current list of Authorised Users and promptly deactivate access for any individual who ceases to be an Authorised User.
• User credentials are personal and non-transferable. The Customer shall not allow credentials to be shared between individuals.

2.3 Free Trial

Zigaflow may, at its discretion, offer a free trial period (currently 14 days). During the trial, the Customer may access the Service subject to this Agreement. To access the Service beyond the trial period, the Customer must provide valid payment details before the trial expires. If no valid payment method is on file at the end of the trial period, access to the Service will cease automatically. Zigaflow reserves the right to modify or discontinue free trial offers at any time.

2.4 Restrictions

The Customer shall not, and shall procure that Authorised Users do not:

• sublicence, resell, transfer, assign, or otherwise make the Service available to any third party other than Authorised Users;
• copy, modify, adapt, translate, create derivative works of, or reverse engineer any part of the Platform;
• access the Service to build a product or service that competes with Zigaflow;
• use the Service in any unlawful manner or in violation of applicable law or regulation;
• attempt to gain unauthorised access to any part of the Service, its related systems, or networks;
• remove or obscure any proprietary notices or labels on the Service;
• use the Service to transmit any malicious code, viruses, or harmful data;
• exceed any usage limits set out in the Order Form without prior written agreement.

3. Customer Obligations

3.1 General Obligations

The Customer shall:

• provide accurate, current, and complete information during registration and keep such information updated;
• use the Service in accordance with this Agreement, the Documentation, and all applicable laws;
• be responsible for all activities carried out under its account;
• notify Zigaflow immediately upon becoming aware of any unauthorised access to or use of its account or credentials;
• maintain appropriate security measures to protect credentials and access to the Service;
• maintain a valid payment method on file at all times during the Subscription Term;
• obtain all necessary licences, consents, and permissions required for its use of the Service and for Zigaflow to process Customer Data on its behalf.

3.2 Acceptable Use

The Customer shall not use the Service to:

• store, transmit, or process any content that is unlawful, defamatory, obscene, fraudulent, or infringes the rights of any third party;
• conduct any spamming, phishing, or unsolicited commercial communications;
• process any data that the Customer does not have the legal right to process;
• interfere with or disrupt the integrity or performance of the Service or systems of Zigaflow or any third party;
• attempt to probe, scan, or test the vulnerability of Zigaflow's systems or networks;
• operate any automated process, script, or AI agent against the API in a manner that exceeds any documented rate limits, places an unreasonable load on the Service, or degrades its availability or performance for other customers.

3.3 Technical Requirements

The Customer is responsible for obtaining and maintaining suitable internet connectivity, hardware, and software required to access the Service. Zigaflow is not liable for any failure of the Service resulting from inadequate Customer-side infrastructure.

4. Fees, Billing, and Payment

4.1 Subscription Fees

The Customer shall pay the Subscription Fees in accordance with the Order Form. All fees are exclusive of value added tax (VAT) and other applicable taxes, which shall be charged in addition at the prevailing rate.

4.2 Billing and Payment Terms

• Subscription Fees are billed in advance on a monthly or annual basis as specified in the Order Form.
• Payment is due within 30 days of invoice unless otherwise stated in the Order Form.
• Zigaflow reserves the right to suspend access to the Service if payment is not received within 14 days of the due date, after providing written notice. Zigaflow may terminate access to the Service immediately and without prior notice where the Customer does not hold a valid payment method on file, or where any undisputed payment remains overdue.
• Zigaflow may use a third-party payment processor (currently Stripe). The Customer's payment information is subject to the payment processor's terms and privacy policy.

4.3 Price Changes

Zigaflow may revise Subscription Fees at any time. For existing Customers, any increase will take effect at the start of the next Subscription Term following not less than 30 days' prior written notice.

4.4 Refunds

Subscription Fees are non-refundable except as required by applicable law or as expressly set out in the Order Form. No refunds are given for partial periods of use or unused portions of a Subscription Term.

4.5 Disputed Invoices

If the Customer disputes any invoice in good faith, it shall notify Zigaflow in writing within 14 days of the invoice date, setting out the grounds for dispute. The parties shall work in good faith to resolve the dispute promptly. Undisputed amounts remain payable by the due date.

5. Data Protection

5.1 Roles and Responsibilities

For the purposes of applicable Data Protection Legislation (including the UK GDPR and the Data Protection Act 2018):

• The Customer is the data controller in respect of any Personal Data contained in Customer Data.
• Zigaflow acts as a data processor when processing Personal Data on behalf of the Customer.

5.2 Data Processing Addendum

Where Zigaflow processes Personal Data as a data processor on behalf of the Customer, the parties shall enter into a Data Processing Addendum (DPA), which is incorporated into this Agreement by reference. The DPA shall take precedence over this clause in the event of conflict.

5.3 Processor Obligations

As data processor, Zigaflow shall:

• only process Personal Data on documented instructions from the Customer;
• ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
• implement appropriate technical and organisational measures to protect Personal Data;
• assist the Customer in meeting its obligations under Data Protection Legislation;
• not transfer Personal Data outside the UK or EEA without the Customer's prior written consent and appropriate safeguards;
• upon termination, delete or return all Personal Data as directed by the Customer, unless retention is required by law.

5.4 Sub-processors

Zigaflow may engage sub-processors to assist in providing the Service. Zigaflow will maintain a current list of sub-processors and notify the Customer of any changes. The Customer may object to any new sub-processor within 14 days of notification. If the parties cannot resolve such objection, the Customer may terminate the Agreement on 30 days' written notice.

5.5 Privacy Policy

Zigaflow processes account, usage, and billing data as a data controller for its own legitimate business purposes. Full details are set out in Zigaflow's Privacy Policy at zigaflow.com/privacy.

6. Confidentiality

6.1 Obligations

Each party undertakes to the other to:

• keep the other party's Confidential Information strictly confidential;
• not disclose the other party's Confidential Information to any third party without prior written consent;
• use the other party's Confidential Information solely for the purposes of this Agreement;
• apply the same degree of care to protect the other party's Confidential Information as it applies to its own, and in any event not less than reasonable care.

6.2 Permitted Disclosures

Confidential Information may be disclosed to employees, contractors, or advisers who need to know it for the purposes of this Agreement (provided they are bound by equivalent confidentiality obligations), or to the extent required by applicable law, court order, or regulatory authority.

6.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party free of restriction; (c) is independently developed without use of the Confidential Information; or (d) is received from a third party under no obligation of confidentiality.

6.4 Duration

Confidentiality obligations survive termination or expiry of this Agreement for a period of five (5) years, except in respect of trade secrets, which are protected indefinitely.

7. Support Services and Service Levels

7.1 Support Tiers

Zigaflow will provide technical support to Authorised Users during the Subscription Term. The level of support is determined by the Subscription tier:

• Essentials: Email support with a target response time of 2 business days.
• Go: Email and in-app support with a target response time of 1 business day.
• Momentum: Priority support with a dedicated contact and a target response time of 4 business hours.

7.2 Availability

Zigaflow aims to maintain Service availability of 99.5% per calendar month, excluding scheduled maintenance. Scheduled maintenance will be communicated at least 48 hours in advance where reasonably practicable and will be scheduled outside business hours (Monday to Friday, 09:00–18:00 GMT). Availability is measured on a calendar month basis, excluding downtime caused by factors outside Zigaflow's reasonable control.

7.3 Maintenance and Updates

Zigaflow may update, modify, or enhance the Service from time to time. Zigaflow will use reasonable endeavours to ensure that material changes do not substantially reduce the functionality of the Service, and will provide reasonable advance notice of material changes where practicable.

8. Intellectual Property Rights

8.1 Zigaflow Ownership

The Customer acknowledges that all Intellectual Property Rights in the Platform, Documentation, and all materials created by Zigaflow are and shall remain the exclusive property of Zigaflow or its licensors. Nothing in this Agreement transfers any such rights to the Customer. The Customer's rights are limited to those expressly granted in this Agreement.

8.2 Customer Data

The Customer retains all Intellectual Property Rights in Customer Data. The Customer grants Zigaflow a limited, non-exclusive licence to use, store, copy, and process Customer Data solely to provide and improve the Service and to comply with legal obligations.

8.3 Feedback

If the Customer provides suggestions or feedback about the Service, Zigaflow may use such feedback to develop and improve the Service without any obligation to the Customer. Feedback does not constitute Confidential Information.

8.4 Aggregated Data

Zigaflow may use anonymised, aggregated, non-personally identifiable data derived from Customer Data and Service usage for product development, benchmarking, and analytical purposes. Such data will not identify the Customer or any individual.

9. Warranties and Disclaimers

9.1 Zigaflow Warranties

Zigaflow warrants that:

• it has the right and authority to enter into this Agreement and to grant the licences herein;
• the Service will, in all material respects, perform in accordance with the Documentation during the Subscription Term;
• it will implement and maintain reasonable technical and organisational security measures to protect Customer Data.

9.2 Customer Warranties

The Customer warrants that:

• it has the authority to enter into this Agreement and to bind the relevant organisation;
• its use of the Service and Customer Data will comply with all applicable laws and regulations;
• it has obtained all necessary rights and consents for Zigaflow to process Customer Data as contemplated by this Agreement;
• it is responsible for the accuracy, configuration, and appropriateness of all instructions and data it submits to the Service, including those submitted via the API or generated by automated or AI-assisted means.

9.3 Disclaimer

Save as expressly set out in this Agreement, the Service is provided "as is" without any warranty of any kind. Zigaflow expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Zigaflow does not warrant that the Service will be uninterrupted, error-free, or free from harmful components.

9.4 AI-Generated Features and Outputs

The Service may include features that use artificial intelligence or automated processing to generate reports, analyses, summaries, recommendations, drafts, and other outputs ("AI Outputs"). AI Outputs are generated automatically and are provided on an "as is" basis.

AI Outputs may be incomplete, inaccurate, or unsuitable for the Customer's particular circumstances, and do not constitute professional, legal, financial, accounting, or tax advice. The Customer is responsible for reviewing and verifying any AI Output, and for exercising its own judgement, before relying on or acting on it.

Subject to clause 10, Zigaflow shall have no liability for any decision made, or action taken, in reliance on AI Outputs.

10. Limitation of Liability

10.1 Liability Cap

Subject to clause 10.3, Zigaflow's total aggregate liability to the Customer under or in connection with this Agreement shall not exceed the total Subscription Fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Loss

Subject to clause 10.3, neither party shall be liable for any:

• loss of profits or revenue;
• loss of business or business opportunities;
• loss of anticipated savings;
• loss of or corruption of data;
• loss of goodwill or reputation;
• indirect, special, or consequential loss, whether or not such losses were foreseeable.

10.3 Uncapped Liabilities

Nothing in this Agreement limits or excludes either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded or limited under applicable law.

10.4 Mitigation

Each party has a duty to take reasonable steps to mitigate any loss it suffers.

10.5 Automated and AI-Assisted API Usage

Where the Customer accesses the API using automated processes, scripts, autonomous agents, or instructions generated or assisted by artificial intelligence, it does so at its own risk. The Customer remains solely responsible for validating the accuracy and appropriateness of any instructions submitted to the API, regardless of how those instructions were generated and regardless of whether they originated from the Customer, an Authorised User, or any third-party tool or agent the Customer connects to the Service.

Subject always to clauses 10.1 and 10.3, and in addition to and without prejudice to the exclusions in clause 10.2, Zigaflow shall have no liability for any data loss, corruption, unintended modification, or other consequence arising from such automated or AI-assisted use of the API. Whilst Zigaflow will endeavour to assist where reasonably practicable, it is under no obligation to investigate, reverse, or remediate changes made via the API, and any such assistance is provided entirely at Zigaflow's discretion.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term. Unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Term, the Subscription will automatically renew for successive periods of the same duration.

11.2 Termination for Convenience

Either party may terminate this Agreement at any time by providing not less than 30 days' written notice. No refund of prepaid Subscription Fees shall be payable on termination for convenience unless expressly agreed in writing.

11.3 Termination for Cause

Either party may terminate this Agreement with immediate effect by written notice if:

• the other party commits a material breach that is incapable of remedy, or if capable of remedy, is not remedied within 30 days of written notice;
• the other party is subject to an insolvency event, including administration, liquidation, or receivership.

11.4 Suspension

Zigaflow may suspend access to the Service upon written notice if:

• the Customer fails to pay any undisputed Subscription Fees when due (after 14 days' notice);
• Zigaflow reasonably believes the Customer's use poses a security risk or may cause harm to Zigaflow or any third party;
• required to do so by a court order or regulatory authority.

11.5 Effects of Termination

Upon expiry or termination:

• all Subscription rights and licences granted to the Customer will immediately cease;
• the Customer shall promptly cease use of the Service and delete all copies of Documentation in its possession;
• Zigaflow will retain Customer Data for 30 days after termination to allow export, after which Zigaflow may delete Customer Data in accordance with its retention policies;
• any accrued rights, outstanding payment obligations, and provisions that by their nature should survive (including clauses 6, 8, 10, 12, and 13) shall remain in full force.

12. Third-Party Integrations

12.1 Integration Services

The Service may connect with third-party applications including Xero, QuickBooks, Stripe, Shopify, Gmail, Mailchimp, and others ("Third-Party Services"). Zigaflow does not control Third-Party Services and makes no representations or warranties in respect of them.

12.2 Customer Responsibility

The Customer's use of Third-Party Services is subject to the applicable third party's own terms and privacy policies. Zigaflow is not responsible for issues, outages, or failures of Third-Party Services, or for the handling of Customer Data by third parties.

12.3 Changes to Integrations

Zigaflow may add, modify, or remove integrations at any time, subject to providing reasonable notice where such change materially affects the Customer's use of the Service.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with the Order Form and any DPA, constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings, whether written or oral.

13.2 Variation

Zigaflow may update these terms from time to time. Where changes are material, Zigaflow will notify the Customer at least 30 days in advance. Continued use of the Service after the effective date of updated terms constitutes acceptance. If the Customer does not accept material changes, it may terminate the Agreement on written notice before the effective date, without penalty.

13.3 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, flood, fire, epidemic, pandemic, war, acts of terrorism, or government action.

13.4 Assignment

The Customer may not assign or transfer any of its rights or obligations under this Agreement without Zigaflow's prior written consent. Zigaflow may assign this Agreement to any group company or in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver. A waiver of any breach does not constitute a waiver of any subsequent breach.

13.6 Severance

If any provision of this Agreement is found to be illegal, void, or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

13.7 Notices

All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Order Form (with confirmation of receipt) or by recorded delivery to the registered address of the relevant party.

13.8 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

13.9 Rights of Third Parties

This Agreement does not confer any rights on any person or party other than the parties to it pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.10 Anti-Bribery

Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

13.11 Governing Law and Jurisdiction

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

This Agreement is accepted electronically when the Customer creates an account, clicks "I Agree", or first accesses the Service. No physical signature is required.

Zigaflow Ltd · zigaflow.com · 2A Charing Cross Road, London WC2H 0HF · Company No. 03888530