These Terms & Conditions (the "Terms") govern the supply of the Zorro AI software-as-a-service platform and related services by Zorro AI Ltd ("Zorro AI", "we", "us", or "our") to you (the "Customer"). By accessing or using the Platform you agree to these Terms.
Zorro AI Ltd is a company registered in England and Wales (Company No. 16358589) with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. Where a separate signed order form, subscription, or services agreement exists between you and Zorro AI, that agreement governs the specific commercial terms (fees, credits, term, and authorised users) and these Terms apply to the extent not inconsistent with it.
Looking for how we handle personal data? See our Privacy Policy.
1. Definitions and interpretation
In these Terms, capitalised terms have the meanings set out below:
- "Authorised Users" means employees, agents, and independent contractors of the Customer authorised by the Customer to use the Services and Documentation.
- "Customer Data" means data inputted by the Customer, Authorised Users, or Zorro AI on the Customer's behalf for the purpose of using the Services.
- "Documentation" means any user manuals, guides, or other documents made available by Zorro AI describing the Services and their use.
- "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, business and domain names, goodwill, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, in each case whether registered or unregistered, now or in the future, anywhere in the world.
- "Platform" means the Zorro AI software-as-a-service platform.
- "Services" means the subscription services, including access to the Platform, Support Services, and any other services provided by Zorro AI to the Customer.
- "Services Data" means all data, reports, analytics, insights, and other information generated, processed, or made available to the Customer through its use of the Services (excluding Customer Data).
- "Support Services" means the support services provided by Zorro AI in relation to the Platform.
- "Term" means the period during which the Customer is entitled to access the Services, as set out in the applicable order form or subscription.
2. Services and licence
Subject to the Customer paying any applicable fees and complying with these Terms, Zorro AI grants to the Customer a non-exclusive, non-transferable, revocable right, without the right to grant sub-licences, to permit Authorised Users to access and use the Services and the Documentation during the Term solely for the Customer's internal business operations.
Zorro AI will use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for planned maintenance carried out during a notified maintenance window and unscheduled emergency maintenance.
3. Authorised users and acceptable use
The Customer shall ensure that Authorised Users keep their passwords and access credentials secure and confidential. The Customer shall not, and shall procure that Authorised Users shall not, access, store, distribute, or transmit any viruses, or any material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
- facilitates illegal activity, depicts sexually explicit images, or promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability; or
- is otherwise illegal or causes damage or injury to any person or property.
The Customer shall not:
- copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Platform, Services, or Documentation except as expressly permitted by these Terms;
- de-compile, reverse engineer, disassemble, or otherwise reduce to human-perceivable form all or any part of the Platform;
- access the Services in order to build a competing product or service; or
- resell, license, rent, lease, transfer, or otherwise commercially exploit, or make the Services or Documentation available to any third party except Authorised Users.
Zorro AI reserves the right, without liability, to disable the Customer's access to any material that breaches this section.
4. Our obligations
Zorro AI will perform the Services with reasonable skill and care and in accordance with applicable laws, and will provide the Support Services associated with the Customer's plan.
Except for the express undertakings set out in these Terms, the Services and Documentation are provided "as is", and Zorro AI disclaims all other warranties, conditions, and terms implied by statute or common law to the fullest extent permitted by law. Zorro AI does not warrant that the Customer's use of the Services will be uninterrupted or error-free, nor that the Services, Documentation, or Services Data will meet the Customer's specific requirements.
5. Your obligations
The Customer shall:
- provide Zorro AI with all necessary co-operation and access to information required to provide the Services;
- comply with all applicable laws and regulations with respect to its activities under these Terms;
- carry out its responsibilities in a timely and efficient manner;
- ensure that its network and systems comply with any relevant specifications provided by Zorro AI; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links.
6. Data protection
Each party shall comply with its obligations under applicable Data Protection Legislation (including the UK GDPR and the Data Protection Act 2018). For the purposes of these Terms, each party acts as an independent Controller in respect of any personal data it processes, and where one party shares personal data with the other, the recipient shall process it only for the purposes of performing its obligations or exercising its rights under these Terms.
The primary storage location for shared personal data is the United Kingdom. Data may be transferred to or processed in other jurisdictions for purposes such as redundancy, performance, or service delivery, with appropriate safeguards in place. Each party shall notify the other without undue delay on becoming aware of any personal data breach. Full details are set out in our Privacy Policy.
7. Fees, credits and payment
The fees, credit allowances, billing frequency, and payment method applicable to the Customer are set out in the Customer's order form, subscription plan, or signed agreement. Unless otherwise stated, fees are payable in advance and are exclusive of VAT, which is added at the appropriate rate.
- Credits are deducted only for successful actions. No charge applies for invalid results, errors, or duplicates.
- Unless otherwise agreed, credits reset on each billing cycle and do not roll over. Additional credit packs may be purchased at the then-current rates.
- If payment is not received by the due date, Zorro AI may suspend access to the Services on reasonable notice and may charge interest on overdue amounts at the rate permitted by law or set out in the applicable agreement.
- Zorro AI may adjust fees or credit pricing on at least thirty (30) days' prior written notice, with changes applying from the start of the next renewal term or to credits allocated after the effective date.
All amounts are non-cancellable and non-refundable except as expressly stated in the applicable agreement or required by law.
8. Intellectual property rights
Zorro AI and/or its licensors own all Intellectual Property Rights in the Platform, Services, Documentation, and Services Data. Except as expressly stated, these Terms do not grant the Customer any Intellectual Property Rights in respect of them.
Zorro AI grants the Customer a limited, non-exclusive, non-transferable, royalty-free licence to use the Services Data internally for its business purposes during the Term. The Customer shall not make the Services Data available to any third party (other than its professional advisers on a confidential basis) without Zorro AI's prior written consent.
9. Confidentiality
Each party undertakes not to disclose the other party's Confidential Information during the Term and for a period of five (5) years afterwards, except: to its employees, officers, representatives, or advisers who need to know it for the purposes of these Terms (and who are bound by equivalent confidentiality obligations); or as required by law, a court, or a regulatory authority. Neither party shall use the other's Confidential Information for any purpose other than to exercise its rights and perform its obligations under these Terms.
10. Indemnity
The Customer shall indemnify Zorro AI against claims, losses, damages, and costs (including reasonable legal fees) arising out of the Customer's or its Authorised Users' misuse of the Services or Documentation, or any breach of the acceptable use or data protection sections of these Terms.
Zorro AI shall defend the Customer against any claim that the Customer's use of the Services in accordance with these Terms infringes a third party's UK Intellectual Property Rights, provided Zorro AI is given prompt notice, sole conduct of the defence and settlement, and reasonable co-operation. This indemnity does not apply to claims arising from modification of the Services by anyone other than Zorro AI, or use of the Services contrary to Zorro AI's instructions.
11. Term and termination
These Terms apply for the duration of the Customer's Term as set out in the applicable order form or subscription, and renew in accordance with that document. Without affecting any other right or remedy, either party may terminate with immediate effect by written notice if the other party:
- fails to pay any amount due and remains in default for fourteen (14) days after being notified in writing;
- commits a material breach that is irremediable or, if remediable, is not remedied within twenty (20) days of written notice; or
- becomes insolvent, enters administration or liquidation, or ceases to carry on business.
On termination, all licences immediately end and the Customer shall cease all use of the Services and Documentation. Zorro AI may delete Customer Data unless the Customer requests, within ten (10) days of termination, the return of the most recent back-up, subject to payment of any outstanding fees. Accrued rights and obligations are not affected.
12. Limitation of liability
Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded.
Subject to the above, neither party shall be liable for:
- loss of profits, sales, business, agreements, or anticipated savings;
- loss of use or corruption of software, data, or information; loss of goodwill; or
- any indirect or consequential loss.
Subject to the above, Zorro AI's total aggregate liability arising under or in connection with these Terms in any twelve-month period shall be limited to the total fees paid by the Customer in that twelve-month period.
13. Force majeure
Neither party shall be in breach of these Terms, nor liable for delay in performing or failure to perform any obligation, if the delay or failure results from events beyond its reasonable control. If the period of delay continues for four (4) weeks, the unaffected party may terminate on seven (7) days' written notice.
14. General
14.1 Assignment
The Customer shall not assign or transfer its rights or obligations without Zorro AI's prior written consent (not to be unreasonably withheld). Zorro AI may assign or transfer its rights or obligations, including in connection with a merger, acquisition, or sale of assets, on notice to the Customer.
14.2 Notices
Notices must be in writing and delivered by hand, pre-paid post, or email to the other party's registered address or primary contact email.
14.3 Severability & waiver
If any provision is found invalid or unenforceable, the remaining provisions remain in force. No failure or delay in exercising a right constitutes a waiver of it.
14.4 Entire agreement
These Terms, together with any applicable order form or signed agreement, constitute the entire agreement between the parties and supersede all previous understandings relating to their subject matter.
14.5 Dispute resolution
The parties will first attempt to resolve any dispute by good-faith discussion and, failing that, by mediation under the CEDR Model Mediation Procedure. Unresolved disputes may be referred to arbitration under the LCIA Rules (one arbitrator, seat in London, in English) or to the courts of England and Wales.
14.6 Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.