Terms of Service

02Scope of Products & Services

ZamNexus provides industrial and enterprise software products, technology platforms, and specialized engineering advisory services:

• Flagship Product Cores: Dedicated and multi-tenant software suites including ZNXERP (Manufacturing MES, Supply Chain & Double-Entry Ledgers), ZNXePOS (Offline-First Multi-Till Retail Point of Sale), ZNXEdu (Multi-Campus Academic ERP & Student Portals), and ZNXCare (Clinical Hospital Information System, EHR & HL7 Analyzer Interfaces).
• Enterprise Platform Deployments: Architecture, implementation, and managed evolution across Microsoft Dynamics 365, Power Platform, Azure Integration Services, and Salesforce Cloud/Agentforce.
• Custom Engineering & Advisory: Cloud-native microservices, automated workforce agents, database migrations, and systems integration governed by specific Statements of Work.

Each commercial deployment is supplemented by a specific Order Form, Service Level Agreement (SLA), or Statement of Work (SOW) which sets forth specific fees, module specifications, user seat allocations, and project milestones.

03User Accounts & Security

To access certain products or client consoles, Customer must create and maintain an enterprise administrator account. Customer is solely responsible for:

• Designating authorized users and maintaining strict confidentiality over all login credentials and API keys.
• Enforcing multi-factor authentication (MFA) across all administrative access endpoints.
• All activities, data transfers, and operational actions occurring under Customer's authorized credentials.
• Immediately notifying ZamNexus at contact@zamnexus.com upon discovering any credential compromise or security breach.

04Intellectual Property & Licenses

Our Intellectual Property: All software source code, object code, architecture designs, algorithms, database schemas, trademarks, documentation, logos, and proprietary workflows embodied within the ZamNexus products remain the exclusive intellectual property of ZamNexus Limited and its licensors.

License Grant: Subject to timely payment of applicable fees and full compliance with these Terms, ZamNexus Limited grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the software solely for Customer's internal business operations.

No ownership rights are transferred to Customer under these Terms. All rights not expressly granted herein are reserved exclusively by ZamNexus Limited.

05Customer Data & Confidentiality

Customer Data Ownership: As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to all business data, patient records, financial ledgers, student files, and operational content uploaded or processed through the software ("Customer Data").

Confidentiality: Each party agrees to protect the other party's Confidential Information with the same degree of care it uses for its own confidential records (and not less than reasonable care), and shall not disclose such information except to employees, subcontractors, and legal/financial advisers who require access to fulfill the engagement and are bound by equivalent confidentiality covenants.

06Acceptable Use & Operational Restrictions

Customer agrees that it shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying schemas of our software.
• Conduct unauthorized vulnerability assessments, penetration tests, or stress testing against our cloud endpoints without prior written authorization.
• Circumvent or disable software license enforcement, multi-tenant isolation, or cryptographic controls.
• Distribute malicious payloads, worms, trojans, or destructive code through any ZamNexus API.
• Use the software in violation of applicable laws, including UK export control statutes and international trade sanctions.
• Resell, sublicense, white-label, or provide time-sharing access to our products to third parties unless expressly authorized in writing.

07Fees, Invoicing & Payment Terms

Billing & Invoicing: Customer agrees to pay all fees specified in the applicable Order Form or Statement of Work. Unless otherwise stated in an SOW, invoices are issued electronically and are payable within thirty (30) calendar days of the invoice date (Net 30).

Taxes: All fees are exclusive of Value Added Tax (VAT) and other applicable taxes, which shall be added to the invoice at the prevailing statutory rate where required.

Late Payment: Outstanding balances past the due date shall accrue interest in accordance with the UK Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate of 8% per annum above the Bank of England base rate, calculated daily until paid in full.

08Warranties & Disclaimers

Software Warranty: ZamNexus warrants that our production software products will perform in all material respects in accordance with their published documentation under normal use during the subscription term.

Disclaimer: Except as expressly provided herein or in an applicable SLA, the website, services, and software are provided on an "as is" and "as available" basis. ZamNexus Limited disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that software execution will be completely uninterrupted or error-free.

09Limitation of Liability

Non-Excludable Liabilities: Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded under the laws of England and Wales.

Consequential Damages Exclusion: To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, nor for any loss of profits, loss of anticipated savings, loss of business goodwill, or loss or corruption of data.

Liability Cap: Except for Customer's payment obligations or willful misconduct, each party's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid or payable by Customer to ZamNexus Limited under the applicable agreement during the twelve (12) months preceding the incident giving rise to liability.

10Mutual Indemnification

By ZamNexus: ZamNexus Limited agrees to defend and indemnify Customer against claims brought by an independent third party alleging that Customer's authorized use of the software directly infringes a registered patent or copyright, provided Customer gives prompt written notice, sole control of defense, and reasonable cooperation.

By Customer: Customer agrees to defend and indemnify ZamNexus Limited against third-party claims arising out of Customer Data, Customer's breach of the Acceptable Use Policy, or Customer's unlawful processing of personal data.

11Term, Suspension & Termination

Term: These Terms remain in effect for as long as Customer maintains an active account or engages ZamNexus services under an Order Form.

Termination for Cause: Either party may terminate these Terms immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) calendar days of receiving written notice, or becomes insolvent or enters into liquidation.

Post-Termination Data Retrieval: Upon termination, Customer shall have thirty (30) days to export Customer Data using standard export utilities. Following this period, ZamNexus securely deletes Customer Data from active production stores in accordance with our data retention protocols.

12Governing Law & Jurisdiction

These Terms, their subject matter, and their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with these Terms. The parties agree to attempt good-faith executive escalation for at least thirty (30) days prior to initiating formal judicial proceedings.

13General Contractual Provisions

• Entire Agreement: These Terms, together with any executed Order Form or Statement of Work, constitute the complete agreement between the parties, superseding all prior oral or written negotiations and proposals.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
• Third-Party Rights: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Force Majeure: Neither party shall be liable for failure to perform its obligations (excluding payment obligations) due to events beyond its reasonable control, including acts of God, war, utility failure, or government embargoes.

14Corporate Notices & Inquiries

All legal notices, contractual inquiries, and official correspondence under these Terms must be sent in writing to: