Terms of Service

1. Agreement and Contracting Entity

1.1 These Terms of Service (the “Terms”) govern access to and use of the Zentral platform (the “Service”). By clicking “I accept”, by creating an account, or by using the Service, the entity you represent (the “Customer”, “you”) enters into a binding agreement with the Zentral contracting entity identified in Annex A based on the Customer’s billing address (the “Provider”, “we”, “us”).

1.2 The Provider, governing law, dispute-resolution forum, currency and invoicing method applicable to you are determined by Annex A, which forms part of these Terms. All other provisions apply identically to all Customers.

1.3 The individual accepting these Terms represents that they are at least 18 years of age and are authorised to bind the Customer. If you do not have that authority, do not accept these Terms.

1.4 The Service is offered solely for business use. It is not offered to consumers acting for personal, family or household purposes.

1.5 These Terms incorporate by reference the Privacy Policy, the Data Processing Addendum (“DPA”), the Service Level Agreement (“SLA”) and the Acceptable Use Policy (“AUP”), each published at https://zentral.so/legal.

2. Definitions

• “Affiliate” means an entity controlling, controlled by, or under common control with a party.
• “CORE” means the base functionality of the Service (Dashboard, Drive, My Space, Tasks, Analytics and integrated AI), which is included at no additional charge with any paid Module Subscription and includes three (3) Users.
• “Customer Data” means all data, files, records and content submitted to the Service by the Customer or its Users, including personal data of the Customer’s own employees, clients and counterparties.
• “Module” means each separately priced functional area of the Service, as listed in Section 6.
• “Subscription” means the Customer’s active paid entitlement to one or more Modules.
• “User” means an individual authorised by the Customer to access the Service under the Customer’s account, whether an employee, contractor or agent.

3. The Service

3.1 Subject to these Terms and to payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term for its internal business purposes.

3.2 The Service is provided on a software-as-a-service basis. No software is delivered, sold or licensed for installation, and no rights are granted other than those expressly stated.

3.3 We may modify, improve or discontinue features of the Service. If we discontinue a Module or materially degrade a material feature, we will give at least thirty (30) days’ notice and the Customer may terminate the affected Module and receive a pro-rata refund of prepaid, unused fees for that Module.

3.4 The Service includes document editing functionality provided through OnlyOffice as a third-party component, subject to Annex B.

4. Accounts and Users

4.1 The Customer is responsible for all activity under its account, for maintaining the confidentiality of credentials, and for ensuring that every User complies with these Terms and the AUP.

4.2 The Customer must ensure that each User it invites is legally permitted to use the Service and, where a User is under 18, that the Customer has obtained any consent required under applicable law and remains fully responsible for that User’s activity. We contract only with the Customer, never with individual Users.

4.3 User seats are named, not concurrent. Seats may be reassigned when a User permanently leaves the Customer’s organisation, but may not be shared or rotated among individuals.

4.4 The Customer must notify us without undue delay of any suspected unauthorised access.

5. Free Trial

5.1 We may offer a free trial of fifteen (15) days with access to all Modules. No payment method is required to start a trial.

5.2 Trials are provided “as is”, without the SLA, without support commitments, and without any warranty. We may modify or terminate a trial at any time.

5.3 A trial does not convert automatically into a paid Subscription. If no Subscription is purchased by the end of the trial, access is suspended and the account enters read-only mode under Section 9.4.

5.4 One trial per Customer. We may refuse trials to Customers that have previously held one.

6. Plans, Modules and Pricing

6.1 The Service is sold by Module. A paid Subscription to at least one Module is required to use the Service. CORE alone is not available as a standalone offering.

6.2 Module prices, per Customer per month, in USD:

• Sales Force — $39.00
• Inventory and Assets — $29.00
• Finance — $59.00
• Human Resources — $29.00
• Projects — $25.00
• Strategy (OKRs) — $25.00

6 (cont.). Users and price changes

6.3 Module prices are flat per Customer, not per User. They do not vary with the number of Users.

6.4 Every Subscription includes CORE and three (3) Users at no additional charge. Each additional User beyond three costs USD $10.00 per User per month, charged once per User regardless of how many Modules the Customer has subscribed to or which Modules that User accesses.

6.5 Worked example. A Customer with eight Users subscribed to Finance and CRM pays: $59.00 + $39.00 + (5 × $10.00) = $148.00 per month.

6.6 Users added mid-cycle are charged on a pro-rata basis for the remainder of the then-current billing period. Users removed mid-cycle reduce the charge from the following billing period; no refund or credit is issued for the current period.

6.7 We may change prices with at least thirty (30) days’ notice. Price changes take effect at the start of the Customer’s next billing period. A Customer that does not accept a price change may terminate under Section 9 before it takes effect.

7. Billing, Renewal and Taxes

7.1 Subscriptions renew automatically for successive periods equal to the then-current term until cancelled under Section 9. By subscribing, the Customer expressly authorises recurring charges to its designated payment method.

7.2 Fees are charged in advance at the start of each billing period. All fees are non-refundable except as expressly stated in these Terms.

7.3 We will send a renewal reminder before each annual renewal and, where required by applicable law, before monthly renewals.

7.4 Fees are exclusive of all taxes. The Customer is responsible for all sales, use, value-added, goods-and-services and similar taxes, and for any withholding required under the laws of its jurisdiction. Tax treatment specific to the Customer’s contracting entity is set out in Annex A.

7.5 Where applicable law requires the Customer to withhold tax from amounts payable to us, the Customer shall gross up the payment so that we receive the full amount invoiced, unless Annex A provides otherwise for that jurisdiction.

7.6 The Customer must keep its billing and tax information accurate and current. The contracting entity, currency and tax treatment are determined by the billing address on record; a change of billing address to another region may require novation of this agreement to a different Provider under Annex A.

8. Non-Payment

8.1 If a charge fails, we will notify the Customer and retry the payment method.

8.2 Grace period. The Customer has seven (7) days from the failed charge to cure. During this period the Service remains fully available.

8.3 Suspension. If payment is not received after the grace period, we may suspend the account. A suspended account retains read-only access and full data export capability; write operations and integrations are disabled.

8.4 Termination and deletion. If payment is not received within sixty (60) days of suspension, we may terminate the Subscription and permanently delete Customer Data in accordance with Section 10.5.

8.5 The Customer may restore full access at any time before deletion by paying all outstanding amounts.

8.6 Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

9. Term, Cancellation and Termination

9.1 Cancellation by the Customer. The Customer may cancel at any time from within the Service. Cancellation takes effect at the end of the then-current billing period. The Service remains available until that date. No refund or credit is issued for the remainder of the period, whether monthly or annual.

9.2 Cancellation must be available through the Service interface, in no more steps than were required to subscribe.

9.3 Downgrade. Removing a Module takes effect at the end of the then-current billing period, with no refund for the remainder of that period.

9.4 Loss of last Module. If the Customer cancels or loses its last remaining Module, the account enters read-only and export mode for sixty (60) days. During that period the Customer may export all Customer Data and may reactivate the account by subscribing to any Module. After sixty (60) days, Section 10.5 applies.

9.5 Termination by us for cause. We may suspend or terminate immediately on notice if the Customer materially breaches these Terms or the AUP, if required by law, if the Customer becomes subject to sanctions under Section 15, or if the Customer’s use poses a security risk to the Service or to other customers.

9.6 Effect of termination. All rights to access the Service cease, subject to the export window in Sections 9.4 and 10.4. Sections that by their nature should survive (including 10, 12, 13, 14, 16, 17, 18 and 20) survive termination.

10. Customer Data

10.1 Ownership. As between the parties, the Customer owns all Customer Data. We acquire no ownership interest in it.

10.2 Licence. The Customer grants us a limited, worldwide, non-exclusive licence to host, store, transmit, process and display Customer Data solely to provide, secure, support and improve the Service for that Customer, and as instructed by the Customer. This licence terminates on deletion of the Customer Data.

10.3 No training. We do not use Customer Data to train, fine-tune or improve any machine learning or artificial intelligence model, whether our own or a third party’s. See Section 12.

10.4 Export. The Customer may export Customer Data at any time during the Subscription, and during any read-only period under Sections 8.3, 9.4 or 5.3, in CSV or SQL format.

10.5 Deletion. Following termination, we will retain Customer Data for sixty (60) days and then permanently delete it, subject to (a) backups, which are purged on an ordinary rotation cycle of thirty (30) days, or over such longer period as applicable law requires them to be retained, and (b) any other retention required by applicable law.

10.6 Responsibility for content. The Customer represents that it has all rights and lawful bases necessary to submit Customer Data to the Service and to have it processed as contemplated by these Terms and the DPA.

11. Privacy and Data Protection

11.1 In respect of personal data contained in Customer Data, the Customer acts as controller (responsable del tratamiento) and we act as processor (encargado del tratamiento). The DPA governs that processing and forms part of these Terms.

11.2 Our subprocessors are listed in Annex B. We will give at least thirty (30) days’ notice before adding or replacing a subprocessor, and the Customer may object on reasonable data-protection grounds; if we cannot accommodate the objection, the Customer may terminate the affected Modules and receive a pro-rata refund of prepaid, unused fees.

11.3 International processing. The Service is hosted in the United States. Our personnel located in Peru and other jurisdictions may access Customer Data for support, maintenance and incident response, subject to confidentiality obligations and the safeguards described in the DPA. By using the Service, the Customer instructs us to carry out such processing.

11.4 We will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, in accordance with the DPA.

12. Artificial Intelligence Features

12.1 The Service includes AI-assisted features. These are powered by third-party large language models provided by Google under paid-tier terms, identified in Annex B.

12.2 No training on Customer Data. Neither we nor our AI subprocessor use Customer Data, prompts or outputs to train or improve generative models. We contract exclusively for paid-tier services under which the provider commits not to use submitted content for model improvement.

12.3 Output is not advice and is not verified. AI-generated output may be inaccurate, incomplete or unsuitable. Output must not be relied upon as accounting, tax, legal, financial or professional advice. The Customer is solely responsible for reviewing and verifying any AI-generated output before relying on it, and in particular before using it in any accounting entry, payroll calculation, tax filing, financial statement or regulatory submission.

12.4 Human oversight of AI actions:

• (a) Read and write. AI features may retrieve, search and summarise information within the Customer’s account autonomously. No AI feature creates, modifies or deletes Customer Data, and no AI feature takes any action with effect outside the Service, without prior explicit confirmation by an authorised User.
• (b) Confirmation flow. Every write action is first presented to the User as a preview describing the proposed action and its parameters. The action is executed only after the User confirms it, and the User’s authorisation and the action’s parameters are re-validated at the moment of execution rather than being taken from the preview.
• (c) Permission boundary. AI features operate strictly within the permissions of the User on whose behalf they act. They cannot read or write data, modules or records that the User could not access directly through the Service, and cannot access data belonging to any other customer.
• (d) Actions never automated. Actions classified internally as critical, and any action with effect outside the Service (including sending a document, invoice or communication to a third party), are never executed automatically, regardless of account configuration.
• (e) Protection of personal data before transmission. Before any Customer Data is transmitted to a third-party model provider, identifiers classified as restricted — including national identity numbers, tax identification numbers, bank account numbers, payroll amounts and health-related data — are irreversibly removed, and other personal identifiers such as names, email addresses and telephone numbers are replaced with tokens. Semantic search indexing is performed on infrastructure operated by us and does not transmit Customer Data to any third party.
• (f) Audit. Every action initiated through an AI feature is recorded with the identity of the User who approved it, the action taken and the time of execution. These records are available to the Customer on request.
• (g) Confirmation does not shift responsibility for accuracy. Section 12.3 continues to apply in full. A User’s confirmation of a proposed action means the Customer has accepted that action; it does not transfer to us any responsibility for the accuracy, completeness or suitability of the underlying AI output.

12 (cont.). Disclaimer

12.5 We disclaim all liability arising from the Customer’s reliance on AI-generated output, to the maximum extent permitted by applicable law.

13. Acceptable Use

13.1 The Customer and its Users must comply with the AUP. Without limitation, the Customer must not: (a) resell, sublicense or provide the Service to third parties as a service bureau; (b) reverse engineer, decompile or attempt to derive source code; (c) circumvent usage limits, User counts or access controls; (d) upload malicious code or unlawful content; (e) use the Service to violate any law or third-party right; (f) conduct penetration testing or load testing without our prior written consent; or (g) use the Service to build a competing product.

13.2 We may suspend access immediately, without the grace period in Section 8.2, to address a material AUP breach, a security threat or a legal requirement.

14. Intellectual Property

14.1 We and our licensors retain all right, title and interest in the Service, including all software, interfaces, documentation, trademarks and derivative works. “Zentral” and “Indrox” are our trademarks.

14.2 Feedback. If the Customer provides suggestions or feedback, we may use it without restriction or compensation. Feedback is provided voluntarily and creates no obligation on either party.

14.3 Publicity. We may identify the Customer as a customer and use its name and logo on our website and in marketing materials. The Customer may opt out at any time by written notice to legal@indrox.com.

15. Export Control and Sanctions

15.1 The Customer represents that it, its Affiliates, and its owners and Users are not: (a) located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine); or (b) identified on any United States restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List.

15.2 The Customer must not export, re-export or make the Service available in violation of United States export control or sanctions laws, or the equivalent laws of any other applicable jurisdiction.

15.3 We may suspend or terminate immediately, without liability and without the cure periods in these Terms, if we determine that continued provision would violate applicable sanctions or export control law.

16. Warranties and Disclaimers

16.1 We warrant that the Service will perform materially in accordance with its documentation and the SLA, and that we will use commercially reasonable efforts consistent with industry standards to maintain its security.

16.2 Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by applicable law, we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Service will be uninterrupted, error-free or that all defects will be corrected.

16.3 We do not warrant that the Service will cause the Customer to comply with any tax, accounting, labour or regulatory obligation. Compliance remains the Customer’s responsibility.

16.4 Free trials and beta features are provided without any warranty and without the SLA.

17. Limitation of Liability

17.1 To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill or business interruption, however caused and under any theory of liability, even if advised of the possibility.

17.2 Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees paid or payable by the Customer to us in the twelve (12) months preceding the event giving rise to the claim, or (b) USD $100.

17.3 The limitations in 17.1 and 17.2 do not apply to: (a) the Customer’s payment obligations; (b) either party’s indemnification obligations under Section 18; (c) the Customer’s breach of Sections 13, 14 or 15; or (d) liability that cannot be limited under applicable law, including fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence.

17.4 The Customer acknowledges that the pricing of the Service reflects this allocation of risk.

18. Indemnification

18.1 By us. We will defend the Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that party’s intellectual property rights, and will pay damages finally awarded or amounts in an approved settlement. This does not apply to claims arising from Customer Data, from modifications not made by us, or from use in combination with anything not provided by us.

18.2 By the Customer. The Customer will defend us against any third-party claim arising from Customer Data, from the Customer’s or its Users’ breach of Sections 13 or 15, or from the Customer’s violation of law, and will pay damages finally awarded or amounts in an approved settlement.

18.3 Procedure. The indemnified party must promptly notify the indemnifying party, give it sole control of the defence, and provide reasonable cooperation at the indemnifying party’s expense. Failure to notify promptly relieves the indemnifying party only to the extent it is materially prejudiced.

19. Changes to These Terms

19.1 We may modify these Terms. For material changes, we will give at least thirty (30) days’ notice by email to the account’s administrative contact and by notice within the Service.

19.2 Material changes take effect at the start of the Customer’s next billing period after the notice period. Continued use after that date constitutes acceptance. A Customer that does not accept a material change may terminate under Section 9.1 before it takes effect, and, where the change takes effect during a prepaid annual term, will receive a pro-rata refund of prepaid, unused fees.

19.3 Non-material changes (clarifications, corrections, new optional features) take effect on posting.

19.4 Every version is archived with its version number and effective date at https://zentral.so/legal/archive.

20. Confidentiality

20.1 Each party may receive confidential information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by comparable obligations.

20.2 These obligations do not apply to information that is or becomes public without breach, was rightfully known without obligation, is independently developed, or is rightfully received from a third party.

20.3 Compelled disclosure is permitted where legally required, provided the receiving party gives prompt notice where lawful and reasonable assistance in seeking protective treatment.

20.4 Customer Data is the Customer’s confidential information and is additionally governed by Section 10 and the DPA.

21. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, governmental action, labour disputes, internet or utility failures, or failures of upstream infrastructure providers.

22. Governing Law and Dispute Resolution

22.1 The governing law and dispute-resolution mechanism applicable to the Customer are set out in Annex A and depend on the contracting entity.

22.2 Where Annex A designates Indrox LLC:

• (a) Informal resolution. Before commencing arbitration, the parties will attempt to resolve the dispute in good faith for thirty (30) days after written notice describing the dispute and the relief sought.
• (b) Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English, and may be held remotely. Judgment on the award may be entered in any court of competent jurisdiction.
• (c) Class action waiver. Disputes will be brought only in an individual capacity. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this subsection is held unenforceable, subsection (b) will be void in its entirety as to the affected claim.
• (d) Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court for infringement or misappropriation of intellectual property or breach of confidentiality.
• (e) Governing law. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22 (cont.). Where Annex A designates Intellisoft Innovation S.A.C.S.

• (a) Informal resolution. Before commencing any proceeding, the parties will attempt to resolve the dispute in good faith for thirty (30) days after written notice describing the dispute and the relief sought.
• (b) Governing law and forum. These Terms are governed by the laws of the Republic of Peru. The parties submit to the exclusive jurisdiction of the judges and courts of the judicial district of Cercado de Lima, expressly waiving any other jurisdiction that might correspond to them.
• (c) Optional arbitration. After a dispute has arisen, the parties may agree in writing to submit it instead to arbitration administered by the Centro de Arbitraje de la Cámara de Comercio de Lima under its rules, before a single arbitrator, seated in Lima and conducted in Spanish. No party is obliged to arbitrate absent such written agreement.

23. General

23.1 Assignment. The Customer may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets, on notice. We may assign to an Affiliate or successor.

23.2 Notices. Notices to the Customer are given by email to the administrative contact on record or by notice within the Service. Notices to us must be sent to legal@indrox.com.

23.3 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.

23.4 No waiver. Failure to enforce a provision is not a waiver of it.

23.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

23.6 No third-party beneficiaries. Except as expressly stated, there are no third-party beneficiaries.

23.7 Entire agreement. These Terms, together with the Privacy Policy, DPA, SLA, AUP and Annexes, constitute the entire agreement and supersede all prior proposals and communications. Any purchase order or vendor terms issued by the Customer have no effect.

23.8 Language. These Terms are provided in English and Spanish. In the event of any conflict or inconsistency, the English version prevails, except where mandatory law in the Customer’s jurisdiction requires otherwise, in which case the Spanish version prevails for that Customer.

23.9 Electronic acceptance. The parties agree that electronic acceptance constitutes a valid signature. We retain a record of each acceptance, including timestamp, IP address, account identifier and the version of these Terms accepted.

Annex A — Contracting Entity

The contracting entity, governing law, dispute forum and billing terms are determined by the Customer’s billing address:

• Region 1 — Customers with a billing address in the United States or in Latin America other than Peru. Provider: Indrox LLC, a Delaware limited liability company, 25 Southwest 9th Street, Suite 406, Miami, FL 33130, United States. Governing law: State of Delaware, United States. Disputes: binding JAMS arbitration, Wilmington, Delaware (Section 22.2). Currency: USD. Payment: Stripe, with Stripe invoice. Withholding: Section 7.5 applies. Notices: legal@indrox.com.
• Region 2 — Customers with a billing address in Peru. Provider: Intellisoft Innovation S.A.C.S., trading as Indrox, RUC 20612414344, Calle Marcona 310, Santiago de Surco, Lima 15038, Peru. Governing law: Republic of Peru. Disputes: courts of Cercado de Lima (Section 22.3). Currency: USD. Payment: Culqi, or bank transfer to our BCP account, with SUNAT electronic invoice (IGV 18%). Withholding: Section 7.5 does not apply; the Provider is a Peruvian resident and no non-domiciled withholding arises. Notices: legal@indrox.com.

Annex A (cont.)

Where these Terms refer to “we”, “us” or the “Provider”, the reference is to the entity identified above for the Customer’s region. Each entity contracts on its own behalf and is not liable for the obligations of the other.

Annex B — Subprocessors

• Amazon Web Services, Inc. — cloud hosting and compute — United States, us-east-1 (Northern Virginia).
• Cloudflare, Inc. (R2) — object storage of files and documents — Eastern North America (R2 location hint: ENAM).
• Google LLC (Gemini API, paid tier) — generative AI processing — United States.
• Stripe, Inc. — payment processing (Region 1) — United States.
• Culqi S.A.C. — payment processing (Region 2) — Peru.
• Sinch Sweden AB (Mailjet) — transactional email — European Union.
• Intellisoft Innovation S.A.C.S. (trading as Indrox) — support, maintenance and incident response — Peru.

Annex B (cont.)

The Service is hosted in the United States. Object storage is pinned to the Eastern North America region, which comprises data centres in the United States and Canada. Google (Gemini) is the only generative AI provider used in production. Document editing (OnlyOffice) and semantic search indexing are self-hosted on infrastructure operated by us and involve no additional third party. We use no third-party product analytics provider.

We will update this Annex and give notice in accordance with Section 11.2 before any additional subprocessor receives Customer Data.