Terms of Service

1. Scope of Service

ZIRAH provides a data-centric technology platform (the "Platform") comprising:

• The ZIRAH hosted service ("Service");
• Application Programming Interfaces ("APIs");
• Development kits, documentation, and libraries ("SDKs");
• Management Portals.

2. Contract Formation and Orders

An "Order" is placed when you sign up via our portal or execute a written order form. The contract is concluded when ZIRAH confirms your order or provides access to the Platform.

EU Note: In accordance with EU E-Commerce directives, we will provide you with a durable copy of these terms upon contract conclusion.

3. Term and Termination

• Initial Term: As specified in your Order (default is 12 months).
• Renewal: This Agreement will automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
• Termination for Cause: Either party may terminate this Agreement immediately if the other party materially breaches its obligations and fails to cure such breach within 30 days of notice.
• Consumer Rights: If you are a consumer in the EEA, you may have a statutory right to cancel this contract within 14 days of signup (the "Withdrawal Period") if services have not yet commenced.

4. Data Protection (GDPR)

Data protection is central to ZIRAH.

• Processing: All personal data is handled in accordance with our Privacy Policy and the GDPR.
• DPA: Where ZIRAH processes personal data on your behalf as a "Data Processor," our Data Processing Agreement (DPA)—which includes Standard Contractual Clauses (SCCs)—is hereby incorporated by reference.
• Security: We employ application-layer encryption. You acknowledge that for certain encrypted data, ZIRAH does not hold the decryption keys.

5. Intellectual Property and Use Rights

• Grant of License: ZIRAH grants you a non-exclusive, non-transferable right to use the Platform for your internal business operations or to develop "Applications" as permitted by your specific tier of service.
• Restrictions: You shall not reverse engineer the Platform (except to the extent permitted by mandatory EU law, such as for interoperability purposes under the Software Directive), nor use the Platform for unlawful purposes.
• Your Data: You retain all ownership of data you upload. You grant ZIRAH a limited license to host and process this data solely to provide the Service.

6. Fees and Payments

• Transparency: All fees are as stated in the Order. Prices are exclusive of VAT unless otherwise stated.
• Price Adjustments: ZIRAH may adjust fees for renewal terms by providing at least 60 days' notice. If you do not agree to the increase, you may terminate the Agreement at the end of your current term.

7. Limited Warranty and Liability

7.1 Standard of Service: ZIRAH warrants that the Service will be provided with reasonable skill and care.

• Capped Liability: For all possible damages, ZIRAH's total aggregate liability shall be limited to 100% of the fees paid by you in the 12 months preceding the claim. We are not liable for unforeseeable indirect or consequential losses.

8. Confidentiality

Both parties agree to protect the other's "Confidential Information" using at least a reasonable degree of care. This obligation survives the termination of this Agreement for a period of 5 years.

9. Governing Law and Jurisdiction

• Business Users: This Agreement is governed by the laws of [Insert EU Member State, e.g., Ireland or Germany]. The courts of [Insert City] shall have exclusive jurisdiction.
• Consumers: If you are a consumer, you may bring a claim in the courts of your country of residence.

10. Modifications

ZIRAH may update these terms from time to time. If a change materially diminishes your rights, we will provide 30 days' notice. Continued use of the Platform after the notice period constitutes acceptance of the new terms.