Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Zelph platform, website, and services (collectively, the "Services") provided by Zelph Ltd ("Zelph," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms.

1 Acceptance of Terms

By creating an account, accessing, or using our Services, you confirm that:

• You are at least 18 years of age
• You have the legal authority to enter into these Terms
• If acting on behalf of a business, you have authority to bind that entity to these Terms
• You have read and understood our Privacy Policy

If you do not agree to these Terms, you must not access or use our Services.

2 Description of Services

Zelph provides a connected commerce platform that enables retailers and suppliers to:

• Manage inventory across multiple sales channels
• Synchronise product data and pricing
• Connect with retail and supplier networks
• Process transactions and manage orders
• Access analytics and reporting tools

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice.

3 Account Registration and Security

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorised access to your account
• Accept responsibility for all activities under your account

4 User Responsibilities and Acceptable Use

When using our Services, you agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Upload false, misleading, or fraudulent content or data
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorised access to any systems or data
• Use automated means to access the Services without permission
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services for any illegal or unauthorised purpose

5 Fees and Payment

Certain features of our Services may require payment. By subscribing to paid Services:

• You agree to pay all applicable fees as described on our pricing page
• Fees are exclusive of VAT and other applicable taxes unless stated otherwise
• Subscription fees are billed in advance on a recurring basis
• We reserve the right to change pricing with 30 days' notice
• Refunds are provided only as required by law or at our discretion

6 Intellectual Property Rights

Our Intellectual Property: The Services, including all content, features, functionality, software, and trademarks, are owned by Zelph and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our prior written consent.

Your Content: You retain ownership of any data, content, or materials you upload to the Services ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free licence to use, store, and process such content solely to provide and improve the Services.

Feedback: Any suggestions, ideas, or feedback you provide about our Services may be used by us without obligation or compensation to you.

7 Data and Privacy

Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, and protect your personal information.

You are responsible for ensuring that any data you provide or upload complies with applicable data protection laws and that you have obtained all necessary consents to share such data with us.

8 Third-Party Services and Integrations

Our Services may integrate with or contain links to third-party services, platforms, or applications. These third-party services are governed by their own terms and privacy policies. We are not responsible for:

• The availability, accuracy, or quality of third-party services
• Any damages or losses arising from your use of third-party services
• Changes to third-party services that may affect our integrations

9 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy or reliability of any information obtained through the Services

10 Limitation of Liability

To the maximum extent permitted by applicable law:

• Zelph shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the fees paid by you in the 12 months preceding the claim
• We are not liable for any loss of data, profits, revenue, or business opportunities

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11 Indemnification

You agree to indemnify, defend, and hold harmless Zelph and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your User Content.

12 Termination

By You: You may terminate your account at any time by contacting us or using the account settings in the platform. Termination does not entitle you to any refund of prepaid fees.

By Us: We may suspend or terminate your access to the Services immediately, without notice, if we reasonably believe you have violated these Terms or engaged in fraudulent or illegal activity.

Effect of Termination: Upon termination, your right to use the Services ceases immediately. We may delete your account data after a reasonable retention period, subject to legal requirements.

13 Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or relating to these Terms or your use of the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating any legal proceedings, you agree to first contact us and attempt to resolve the dispute informally for at least 30 days.

14 Changes to These Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Effective Date." Your continued use of the Services after any changes constitutes acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services.

15 General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zelph
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect
• Waiver: Our failure to enforce any right or provision does not constitute a waiver
• Assignment: You may not assign these Terms without our consent; we may assign them freely
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control