1. Introduction

Zendr Ltd is a payment technology company based in the United Kingdom, specialising in secure, account-to-account payments for businesses. Zendr Ltd is incorporated and registered in England and Wales, with its registered office at 124 City Road, London, England, EC1V 2NX(“we,” “us,” “our,” and “Zendr”). Our services are designed to support businesses in managing in-store and remote payments through advanced QR code and payment request links, providing a seamless and efficient payment experience.

A. Our Contract with You

These Terms of Service apply to you when you use our platform as a Business User to facilitate payments or when you engage with the platform as an End User making payments through Zendr’s QR based payment solutions. By accessing or using our services, you agree to comply with these Terms, which govern your relationship with Zendr and outline the policies and guidelines you are required to follow. You must accept all applicable terms and conditions outlined in these Terms of Service to use our platform and services. If you do not agree with these Terms, you may not access or use the Zendr platform or services.

B. Third-Party Service Providers

Zendr partners with Moneyhub, a licensed Payment Initiation Service Provider (PISP), to facilitate payment initiation services within our platform. When using Zendr’s services, you may be subject to additional terms from Moneyhub, which will be communicated to you as applicable. While Zendr remains the primary provider of its services, we accept no responsibility for Moneyhub’s terms and any conditions you agree to with external service providers.
By accessing or using Zendr’s services, you agree to comply with and be bound by these Terms of Use, as well as any other guidelines, policies, or rules referenced within. These Terms constitute a legally binding agreement between you and Zendr, governing the use of our platform and services.

1. Acknowledgment of Terms

By registering, accessing, or making use of Zendr’s services, you confirm that you have read, understood, and agreed to these Terms. Your continued use of Zendr’s platform signifies your acceptance of any updated Terms of Use.

2. Eligibility and Jurisdiction

These Terms of Service, including all matters related to their subject matter, formation, and any disputes or claims arising outside the terms of this contract, are governed by the laws of England and Wales. You may initiate claims against Zendr in the Englishcourts or, if you reside in Wales, Scotland, or Northern Ireland, in the courts of your respective home country. Zendr also reserves the right to pursue claims in the courts of your country of residence.
You must be at least 18 years old and legally capable of entering into this agreement. By using Zendr, you confirm that you meet these eligibility requirements and that your use of the platform complies with local laws and regulations.

3. Updates to Terms

Zendr reserves the right to update or modify these Terms at any time. You are responsible for reviewing the Terms regularly, as your continued use of the platform following any changes constitutes acceptance of the revised Terms.

4. Agreement to Policies

You acknowledge that these Terms incorporate Zendr’s Privacy Policy, Data Collection Policy, and other relevant policies. By accepting these Terms, you also agree to abide by the policies and guidelines set forth within these documents.

2. Account Obligations

To ensure the security and integrity of Zendr’s platform, you are responsible for maintaining the confidentiality and accuracy of your account information. By creating and using a Zendr account, you agree to fulfil the following obligations:

1. Accuracy of Information

You are required to provide accurate, complete, and up-to-date information during account registration. You agree to promptly update any changes to your information to maintain the accuracy of your account details.

2. Account Security

You are responsible for keeping your login credentials confidential and secure. Any activity performed through your account will be considered authorised by you

3. Notification of Unauthorised Access

If you suspect any unauthorised use of your account or a security breach, you must notify Zendr immediately. Prompt reporting helps Zendr protect your data and prevent further unauthorised activity.

4. Responsibility for Account Activity

You are fully responsible for all actions taken under your account, including any interactions, payments, or communications made through the Zendr platform. You agree to accept liability for any damages or losses resulting from a failure to meet these account obligations.

5. Compliance with Zendr’s Policies

You agree to use your account in accordance with Zendr’s Terms of Use, Privacy Policy, and any other applicable policies. Violation of any policy or term may lead to account suspension or termination at Zendr’s discretion.

3. Intellectual Property Rights

1. Ownership of Platform and Content

All intellectual property rights in and to the Zendr Platform, including but not limited to all software, databases, code, designs, text, graphics, logos, trademarks, and other materials, are owned by Zendr or our third-party licensors. These rights are protected by copyright, trademark, and other intellectual property laws.

2. Limited Licence

You are granted a limited, non-exclusive, non-transferable, and revocable licence to access and use the Zendr Platform in accordance with these terms. This licence does not include the right to:

  • Modify, copy, or create derivative works of the Platform or its content.
  • Reverse-engineer, decompile, or disassemble any part of the Zendr Platform.
  • Reuse or redistribute any content from the Zendr Platform without prior written permission from Zendr.

3. Restrictions

Unless expressly authorised by Zendr, you agree not to:

  • Copy, reproduce, or sell any part of the Zendr Platform or its content.
  • Use the Zendr name, logo, or branding in a way that implies endorsement without prior written approval.
  • Access or use the Platform for any purpose other than as permitted under these terms.

4. Merchant Intellectual Property

You retain ownership of all intellectual property rights in and to your business name, logo, or branding provided to Zendr. By providing this information, you grant Zendr a non-exclusive, worldwide, royalty-free licence to use your name and logo solely for the purpose of identifying you as a Zendr customer, including on the Zendr Platform and in promotional materials.

5. Reservation of Rights

Zendr reserves all rights not expressly granted under these terms. No part of the Zendr Platform or its content may be used, copied, reproduced, or distributed in any way without prior written permission from Zendr.

6. Violation of Intellectual Property

Any unauthorised use of the Zendr Platform or infringement of Zendr’s intellectual property rights may result in immediate termination of your access to the Platform and may be subject to legal action.

4. Payment Terms

Zendr is committed to providing transparent, reliable, and fair payment processes. The following Payment Terms outline your responsibilities regarding fees, billing, refunds, and payment methods associated with Zendr’s services.

1. Transaction Fees

Zendr applies a per-transaction fee for each payment processed through the platform. The transaction fee is clearly outlined at the time of payment, and you agree to these fees as part of using Zendr’s services. All fees are non-refundable unless otherwise specified.

2. Billing and Charges

By using Zendr’s services, you agree to pay all applicable charges as described in your account settings or at the time of the transaction. Zendr reserves the right to adjust pricing, fees, and charges periodically, with advance notice provided to you when changes occur.

3. Accepted Payment Methods

Zendr accepts various forms of payment, including direct bank transfers and other electronic payment methods specified in your account settings. You are responsible for ensuring that your payment information is accurate and up-to-date to avoid any service interruptions.

4. Authorisation for Automatic Charges

For recurring payments, Zendr is authorised to charge your registered payment method automatically. You may adjust or cancel your recurring payments by updating your account preferences before the next billing cycle.

5. Refund Policy

Zendr’s standard policy is that transaction fees are non-refundable. If you issue refunds to your customers, you are responsible for all transaction fees related to the refund. Any exceptions to this policy will be communicated clearly by Zendr.

6. Late Payments and Delinquencies

Failure to pay any fees on time may result in account suspension or restriction. Zendr reserves the right to recover overdue amounts through collection agencies, with additional fees potentially applicable. You are encouraged to contact Zendr’s support team if you anticipate any payment difficulties.

7. Dispute Resolution

If you believe there is an error in your billing or fees, you may contact Zendr’s support team within 30 days of the disputed charge. Zendr will investigate and attempt to resolve any discrepancies promptly. You agree to pay all undisputed charges during the dispute process.

8. Changes to Payment Terms

Zendr reserves the right to modify these Payment Terms as necessary to reflect changes in services, fees, or regulations. You will be notified of significant changes, and your continued use of the service constitutes acceptance of any updated Payment Term

5. Service Availability

Zendr is dedicated to providing you with a reliable and accessible platform; however, uninterrupted access to all services at all times cannot be guaranteed. The following Service Availability terms outline Zendr’s commitment to maintaining platform access, scheduled maintenance, potential limitations, and related expectations.

1. Commitment to Uptime

Zendr strives to provide a high level of service availability and aims to minimise downtime or disruptions. Our team continuously monitors the platform to identify and address technical issues as quickly as possible to ensure an optimal experience for you.

2. Unscheduled Downtime and Limitations

Zendr acknowledges that unforeseen events, such as technical failures, cyber threats, or network issues, may affect service availability. While we take precautions to mitigate such risks, you understand that occasional service interruptions may occur. Zendr will work promptly to resolve these issues and restore normal functionality.

3. Limitation of Liability for Downtime

Zendr cannot be held liable for any direct or indirect losses resulting from service unavailability. You acknowledge that any downtime, whether planned or unplanned, may temporarily affect your ability to access the platform, complete transactions, or use certain features.

4. Service Modifications and Discontinuation

Zendr reserves the right to modify, suspend, or discontinue certain services or features at our discretion, with prior notice provided to you wherever possible. You agree that Zendr shall not be held responsible for any consequences resulting from such modifications or discontinuations.

5. Your Responsibility for Connectivity

While Zendr maintains platform availability, you are responsible for ensuring your internet connection, device compatibility, and system requirements meet the needs for accessing the service. Zendr is not responsible for any access issues resulting from your connectivity or hardware limitations.

6. User Notifications

Zendr will notify you of major service disruptions, planned maintenance, or significant changes to service availability through email, in-platform messages, or other suitable means. You are encouraged to monitor Zendr communications to stay informed about service status.

7. No Guarantee of Service Availability

Although Zendr strives for consistent availability, you acknowledge that full, uninterrupted access to services cannot be guaranteed. Zendr disclaims any liability for unavailability due to circumstances beyond our control, including but not limited to force majeure events, acts of nature, or third-party failures.

6. Intellectual Property

Zendr respects and values intellectual property rights, including those of our platform and yours. This Intellectual Property section outlines Zendr’s ownership of content, restrictions on use, and your obligations to respect our proprietary materials.

1. Ownership of Content

All content on the Zendr platform, including but not limited to text, graphics, logos, icons, images, software, and design elements, is the exclusive property of Zendr or its licensors.

2. License and Limited Use Rights

Zendr grants you a limited, non-exclusive, non-transferable license to access and use the platform for its intended purposes. This license does not allow you to copy, modify, distribute, reverse-engineer, or create derivative works based on any part of the Zendr platform unless explicitly permitted by Zendr.

3. Restrictions on Use

You may not reproduce, republish, distribute, or exploit any Zendr content or materials for commercial purposes without written authorisation. Unauthorised use, including scraping, data mining, or any other form of unauthorised data extraction, is strictly prohibited.

4. Protection of Intellectual Property Rights

Zendr reserves the right to take legal action against you or any third party who infringes on our intellectual property rights.

7. Disclaimers and Limitation of Liability

Zendr strives to provide a reliable, secure, and high-quality platform, but certain limitations apply. This section outlines Zendr’s disclaimers and limitations on liability to clarify our responsibilities and the extent of our legal obligations.

1. Service Availability and Accuracy Disclaimer

Zendr provides its services on an “as is” and “as available” basis. While we make every effort to ensure the platform is accessible and accurate, we do not guarantee uninterrupted, error-free service or the accuracy, completeness, or reliability of information provided. You assume all risks associated with the use of Zendr’s services.

2. No Warranty of Fitness for Purpose

Zendr does not warrant that the platform or any of its services will meet your specific requirements or be suitable for any particular purpose. You are encouraged to assess the platform’s suitability for your individual needs, as Zendr disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

3. Limitation of Liability for Indirect Damages

Zendr shall not be liable for any indirect, incidental, consequential, or special damages resulting from your use or inability to use the platform, including but not limited to loss of profits, business interruption, loss of data, or other damages, even if Zendr has been advised of the possibility of such damages. This limitation applies to the fullest extent permitted by law.

4. Limitation on Aggregate Liability

Zendr’s total liability to you for all claims arising out of or related to the use of the platform shall not exceed the total fees you paid to Zendr in the 12-month period preceding the event giving rise to the liability or, if no fees were paid, a nominal amount as permitted by law.

5. Third-Party Links and Services

Zendr may include links to third-party websites or services for your convenience, but we do not endorse or control these external sites. Zendr is not liable for any damages or losses resulting from your interactions with third-party content, products, or services, and you should review third-party terms and policies independently.

6. Limitation of Liability Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain liabilities or damages. To the extent that applicable law prohibits these exclusions, Zendr’s liability is limited to the minimum amount required by law.

7. No Liability for Force Majeure Events

Zendr is not responsible for any failure to perform or delay in performance due to events beyond our reasonable control, including but not limited to acts of nature, cyberattacks, service provider failures, regulatory changes, or other unforeseen events. Zendr will take reasonable steps to resume services promptly but disclaims liability for any resulting delays or losses.

8. Termination of Use

Zendr is dedicated to providing a secure and respectful platform for everyone. However, circumstances may arise that necessitate the suspension or termination of your account. This section outlines Zendr’s rights and your responsibilities regarding account termination.

1. Voluntary Termination by You

You may terminate your account at any time by following the account deactivation process in your settings or by contacting Zendr’s support team. Upon termination, you will lose access to your account and any associated data, which may be permanently deleted in accordance with Zendr’s data retention policy.

2. Termination by Zendr

Zendr reserves the right to suspend or terminate your account, with or without notice, for actions that violate these Terms of Use, policies, or applicable laws. Reasons for termination may include but are not limited to fraudulent activity, abuse of services, or engagement in prohibited activities outlined in these Terms.

3. Effect of Termination

Upon termination, all rights granted to you under these Terms immediately cease. You are no longer authorised to access or use Zendr’s services, and any ongoing transactions or pending activities may be cancelled. Zendr is not liable for any losses resulting from account termination.

4. Data Handling and Account Closure

Following account termination, Zendr may retain certain data as required by law or for legitimate business purposes, in line with its Data Retention Policy. You acknowledge that your data may not be retrievable after termination and that it is your responsibility to secure any personal data you wish to retain prior to account closure.

5. Outstanding Payments and Liabilities

If your account is terminated, you remain responsible for any outstanding fees, charges, or liabilities incurred before termination. Zendr reserves the right to seek payment through appropriate channels and may use collection services if necessary.

6. Reactivation and Appeal

If your account has been suspended or terminated, you may appeal the decision by contacting Zendr’s support team. Zendr will review appeals on a case-by-case basis, but reactivation is not guaranteed and remains at Zendr’s sole discretion.

7. Modifications and Updates

Zendr reserves the right to modify these termination terms as necessary to align with platform changes, legal requirements, or business needs. You will be notified of significant updates, and your continued use of Zendr’s services signifies acceptance of any modifications.

8. User Agreement

Scope of Agreement

This User Agreement establishes the terms and conditions governing the relationship between Zendr and you as a user who accesses or interacts with our platform. By using Zendr’s services, you agree to comply with all policies, guidelines, and rules outlined within this Agreement.

1. Application of Terms

This Agreement applies to all aspects of Zendr’s platform, including but not limited to account registration, transactions, and use of any tools or features offered by Zendr. It serves as a binding contract that defines your rights, responsibilities, and acceptable conduct while using our services.

2. Integration with Other Policies

The terms in this Agreement incorporate Zendr’s Privacy Policy, Payment Terms, Data Protection Measures, and any additional policies or guidelines available on our platform. You agree to adhere to these policies as part of your overall agreement with Zendr.

3. Modification and Updates

Zendr reserves the right to modify this Agreement to reflect changes in services, regulations, or business practices. You will be notified of significant updates, and your continued use of Zendr’s platform constitutes acceptance of any revised terms within the scope of this Agreement.

4. Limitations and Exclusions

This Agreement defines the scope of Zendr’s responsibilities and includes disclaimers and limitations on liability, as detailed within. You acknowledge these limitations and agree to use the platform understanding Zendr’s defined obligations and restrictions.

5. Applicability to Future Services

The terms of this Agreement extend to any future services, features, or tools that Zendr may introduce. You acknowledge that any new offerings or functionalities will fall within the same contractual terms unless otherwise specified by Zendr

6. Legal Compliance and Jurisdiction

This Agreement complies with applicable laws and regulations and is subject to the jurisdiction and governing laws specified within. You agree to adhere to all legal requirements and regulations associated with using Zendr’s services.

10. Consent to Communication

By using Zendr’s services, you consent to receive important communications from Zendr. This Consent to Communication section outlines the types of communications you may receive and the methods used for delivering essential service updates, notifications, and promotional information.

1. Service and Account Notifications

You agree to receive necessary communications related to account activity, service updates, security alerts, and any other information critical to the use and functionality of Zendr’s platform. These communications may include notifications about policy changes, account verifications, and transaction confirmations.

2. Marketing and Promotional Communications

Zendr may occasionally send you marketing communications, including special offers, product updates, and relevant promotional content. You have the option to unsubscribe from marketing communications at any time by emailing privacy@zendrapp.com.

3. Methods of Communication

Communications may be delivered through email, in-platform messaging, mobile notifications, or other contact methods provided by you. By providing your contact information, you agree to these methods of communication to ensure you stay informed about your account and Zendr’s services.

4. Opting Out of Non-Essential Communications

While you may opt out of marketing and promotional communications, certain service-related messages are essential to account maintenance and platform security and cannot be opted out of. Zendr is committed to limiting these mandatory communications to information necessary for your account security and service functionality.

5. Consent to Updates in Communication Preferences

You acknowledge that Zendr may update its communication practices as needed. You will be notified of any changes that significantly alter communication frequency or types, and your continued use of the platform after such changes constitutes acceptance of the updated terms.

6. Your Responsibility for Current Contact Information

You are responsible for providing accurate and current contact information to ensure you receive all necessary communications from Zendr. Failure to maintain current contact details may result in missed communications, and Zendr is not liable for any consequences of missed notifications.

11. Compliance with Applicable Laws

By using Zendr’s platform, you agree to comply with all relevant laws and regulations within the United Kingdom. This Compliance with Applicable Laws section outlines your responsibilities in ensuring lawful use of Zendr’s services and Zendr’s commitment to maintaining a legally compliant environment.

1. Your Responsibility for Lawful Conduct

You agree to use Zendr’s platform in compliance with all applicable UK laws and regulations. This includes financial, anti-money laundering, privacy, and consumer protection laws that apply to your use of Zendr’s services within the UK.

2. Prohibition of Illegal Activities

Illegal activities on the Zendr platform, such as fraud, money laundering, or misuse of services, are strictly prohibited. Zendr reserves the right to suspend or terminate accounts associated with unlawful conduct and may report such activities to UK authorities as required by law.

3. Compliance with UK Financial Regulations

If you conduct transactions through Zendr, you are responsible for adhering to all UK financial regulations, including tax obligations and reporting requirements where applicable. Zendr is not liable for your failure to meet financial or tax regulations related to platform use.

4. Data Privacy and Security Compliance

You agree to comply with UK data protection laws, particularly the Data Protection Act 2018 and GDPR standards, when handling personal information. Zendr maintains strict data privacy measures and expects you to uphold similar standards when using the platform.

5. Zendr’s Commitment to UK Legal Compliance

Zendr is committed to full compliance with UK laws and regulatory requirements. Should there be legal changes affecting our services, Zendr will notify you and, if needed, update our terms to remain in line with UK regulations.

6. Consequences of Non-Compliance

Failure to comply with UK laws may result in the suspension or termination of your account. Zendr reserves the right to take appropriate legal action to ensure compliance, including cooperating with UK law enforcement agencies as required.

12. Amendments to Agreement

Zendr reserves the right to update or modify this User Agreement as necessary to reflect changes in services, legal requirements, or business practices. This Amendments to Agreement section outlines how Zendr will inform you of changes and your responsibilities regarding these updates.

1. Right to Amend

Zendr may revise this Agreement periodically to improve your experience, maintain compliance with UK regulations, or reflect updates in our services. Amendments are made with the goal of enhancing transparency and clarity in our relationship with you.

2. Notification of Changes

You will be informed of significant amendments to this Agreement through email, in-platform notifications, or other appropriate channels. Notifications will generally include a summary of key changes and a link to the updated Agreement for review.

3. Your Acceptance of Amendments

Your continued use of Zendr’s platform following an amendment constitutes acceptance of the revised terms. You are encouraged to review this Agreement periodically to stay informed of any changes and ensure your continued compliance.

4. Effective Date of Amendments

Amendments to this Agreement will become effective as stated in the notification provided to you. In cases of substantial changes, Zendr may provide a notice period before the amended terms take effect, giving you the opportunity to review and accept the changes.

5. Right to Discontinue Use

If you disagree with any amended terms, you may discontinue use of Zendr’s services and request account deactivation. If you continue to use the platform after the effective date of amendments, you are considered to have accepted the updated Agreement.

6. Maintaining Transparency Zendr

Zendr is committed to transparency in any amendments to this Agreement. Any changes will be made available to you to ensure you have a clear understanding of your rights and responsibilities under the updated terms.

13. Dispute Resolution

Zendr is committed to resolving any issues that may arise in a fair and efficient manner. This Dispute Resolution section outlines the processes and options available to you in the event of a dispute, including initial support, mediation, and applicable legal proceedings.

1. Initial Support and Resolution

You are encouraged to contact Zendr’s support team to discuss any issues or concerns you may have. Our team is dedicated to working with you to resolve matters promptly and informally. Many disputes can be resolved through direct communication with Zendr’s support team.

2. Jurisdiction and Governing Law

This Agreement, including any disputes or claims arising from it, is governed by the laws of the United Kingdom. By using Zendr’s services, you agree that any unresolved disputes will be subject to the exclusive jurisdiction of the UK courts.

3. Limitation on Claims

To promote prompt resolution, you agree that any claim or cause of action related to Zendr’s platform must be filed within one year from the date the issue arose. Claims filed beyond this timeframe will be barred, regardless of the nature of the claim.

4. Legal Fees and Costs

In the event that a dispute proceeds to formal legal action, each party is responsible for their own legal fees and costs, unless otherwise determined by the court.

5. No Class Action

You agree to resolve disputes with Zendr individually and not as part of any class or representative action.

6. Finality of Resolution

Decisions reached through mediation or legal proceedings are considered final and binding. Once a dispute is resolved, neither party may reopen the matter except under specific conditions permitted by law.

14. Acknowledgment of Policies

By using Zendr’s platform, you acknowledge and agree to comply with all Zendr policies referenced within this User Agreement. This Acknowledgment of Policies section clarifies your responsibilities in understanding and following these guidelines to ensure a secure, transparent, and respectful environment.

1. Acceptance of Integrated Policies

You understand that this Agreement incorporates Zendr’s Privacy Policy, Data Collection Policy, Payment Terms, Data Protection Measures, and other relevant policies by reference. By agreeing to this User Agreement, you consent to the terms outlined in these policies as part of your relationship with Zendr.

2. Your Responsibility to Stay Informed

Zendr periodically updates its policies to reflect changes in services, legal requirements, or industry best practices. You are responsible for staying informed of these updates by reviewing Zendr’s policies as notified and accessible on the platform.

3. Commitment to Compliance

You agree to abide by all Zendr policies, recognizing that these policies establish the standards of conduct, privacy, and security expected on the platform. Compliance with these policies ensures the safe and efficient operation of Zendr’s services for everyone.

4. Policy Violations and Consequences

Any violation of Zendr’s policies may result in corrective actions, including account suspension or termination. You acknowledge that non-compliance with these policies can have serious implications and may limit your access to Zendr’s services.

5. Your Rights and Protections

Zendr’s policies are designed not only to protect the platform but also to uphold your rights and privacy. You acknowledge that Zendr’s commitment to these policies reflects its dedication to creating a secure, transparent, and fair environment for everyone.

6. Binding Nature of Policies

By acknowledging these policies, you understand that they form a legally binding part of the User Agreement. Your continued use of Zendr’s services signifies acceptance of all current policies and any subsequent amendments communicated to you.

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