Terms and Conditions

Article 1. Definitions

In these terms and conditions, the following definitions apply:

• Zenboek: A product of Softply (Chamber of Commerce 95773428), registered in Eindhoven, provider of the Services.
• Customer: The business or self-employed professional that subscribes to the Services and has agreed to these terms. Consumers (not acting in a professional or business capacity) fall outside Zenboek's target group.
• User: Any natural person who has access to the Platform on behalf of the Customer.
• Services: All online SaaS services, tools and functionalities offered via the Platform, including accounting software, bank integrations, AI features, reports and related modules.
• Platform: Zenboek's web and mobile application, including APIs and all related systems.
• AI features: Functionalities based on artificial intelligence, including automated transaction categorisation, AI Accounting Assistant, Tax Optimisation analysis and related tools.
• Customer Data: All data entered, uploaded or supplied via integrations by the Customer or Users on the Platform.
• Agreement: The agreement between Zenboek and Customer, consisting of the subscription, these general terms and conditions and the privacy policy.
• Subscription: The paid or free access tier chosen by the Customer to the Services.

Article 2. Applicability

These general terms and conditions apply to all offers, agreements and services of Zenboek, unless expressly agreed otherwise in writing. The applicability of the Customer's own general terms and conditions is expressly rejected.

By creating an account, activating a subscription, or actually using the Services, the Customer accepts these terms. If the Customer acts on behalf of an organisation, they represent and warrant that they have authority to accept these terms.

Zenboek reserves the right to amend these terms unilaterally. Amended terms will be announced by email at least 30 days in advance. Continued use after the effective date constitutes acceptance. If the Customer does not agree, they may terminate the Agreement before the effective date of the change.

Article 3. Service Provision and Availability

Zenboek provides an online SaaS platform including, but not limited to:

• Invoicing, quotes and contact management
• Financial reports and bookkeeping
• VAT returns and tax overviews
• Bank integrations via PSD2-certified providers
• AI-driven transaction categorisation and analysis
• CRM, project management and inventory management

Zenboek targets an availability of 99.5% per calendar month, excluding planned maintenance. Planned maintenance is announced at least 48 hours in advance and is scheduled outside business hours wherever possible. Full service guarantees, response times and compensation arrangements are set out in the Service Level Agreement, available at zenboek.com/en/sla.

Zenboek reserves the right to modify, extend or limit the Services. Where features that form part of the current Subscription are substantially restricted, the Customer will be informed at least 30 days in advance.

The delivery of the Services is a best-efforts obligation, not a results obligation. Zenboek does not guarantee specific outcomes from the use of the Services.

Article 4. Artificial Intelligence: Informational Nature

Various AI features on the Platform generate automated analyses, categorisations, tax tips, financial insights and other suggestions based on the Customer Data supplied by the Customer.

The outputs of AI features are purely informational in nature and do not constitute professional tax, legal, accounting or financial advice. AI outputs do not replace the advice of a qualified tax adviser, accountant, notary or other legal or financial professional under any circumstances.

AI models may make mistakes, contain outdated information, or draw incorrect conclusions from the supplied data. Zenboek:

• Does not guarantee the accuracy, completeness or currency of AI-generated outputs;
• Is not liable for damage, direct or indirect, resulting from acting on AI suggestions or analyses;
• Is not liable for missed tax benefits, incorrect returns, or tax penalties related to AI outputs;
• Is not responsible for changes in legislation or regulations that render AI analyses outdated.

The Customer is at all times solely responsible for verifying and assessing AI outputs before using them for financial, tax or business decisions. The Customer must always verify AI suggestions for tax optimisation, categorisation or financial management with a qualified professional adviser.

Regarding the transaction categorisation feature, the AI learns from user corrections at company level. These corrected categories are stored per company and improve future suggestions. The Customer is solely responsible for the accuracy of corrections entered.

Article 5. Customer Obligations

The Customer is obliged to:

• Enter accurate, complete and up-to-date data on the Platform;
• Keep login credentials strictly confidential and not share them with unauthorised persons;
• Immediately inform Zenboek of any known or suspected unauthorised use;
• Use the Platform solely for lawful purposes and in accordance with these terms;
• Make independent (external) backups of Customer Data for which long-term retention is important;
• Have AI suggestions and automatically generated reports verified before using them in tax returns or business decisions;
• Not attempt to circumvent, crack or abuse the security, operation or integrity of the Platform;
• Not grant third parties access to the Platform via shared credentials other than through the official team management functionality.

Owner of the company account. Each company has one User as its owner: that User manages the Subscription and payment and is Zenboek's point of contact on behalf of the Customer. The Customer can transfer ownership through the team management functionality to another User who is already a team member. A transfer only takes effect if both the current and the new owner agree to it; in doing so, the new owner declares to be authorised to act on behalf of the Customer and accepts the terms then in force on behalf of the Customer. If the Subscription is paid automatically, the new owner gives a mandate of their own after the transfer; until then the existing mandate remains in effect, after which it is revoked. The Agreement, the Subscription and the Customer Data remain with the same Customer. A transfer of the business itself to another party (such as a sale or a conversion) is not covered by this.

The Customer is liable for all damages suffered by Zenboek as a result of failing to comply with the above obligations. Zenboek has the right to suspend or terminate access to the Platform with immediate effect in the event of a violation, without any obligation to refund subscription fees already paid.

Article 6. Prices, Payment and Subscription

All prices are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise. Price changes will be announced by email at least 30 days in advance.

Payment is made in advance on a monthly or annual basis, depending on the chosen Subscription. If payment is not received, the Customer will receive a payment reminder. If payment is still not received after a second reminder, Zenboek is entitled to suspend access with immediate effect without further notice, until full payment has been made.

Upon suspension for non-payment, data will be retained for 30 days. Once payment is restored, access is reinstated. After 30 days without payment, Zenboek is entitled to delete the Customer Data.

The 90-day free trial applies once per business: to new Customers without an existing account, and not to a business (identified by its Chamber of Commerce (KvK) number) that previously had a trial or a paid Subscription with Zenboek. The trial period carries no obligations. After the trial period, access expires automatically unless the Customer activates a paid Subscription.

Annual subscriptions are automatically renewed unless cancelled in writing at least 30 days before the end of the current period.

Referral discount through an administration or accounting firm. A Customer who comes to Zenboek through the personal referral link or code of an administration or accounting firm may receive a discount on its Subscription for as long as Zenboek offers this programme. The percentage and duration of the discount are shown before the Customer checks out and apply from the first charge; after that the regular rate applies. A discount once granted runs its course as granted, even if Zenboek later changes or ends the programme. The link or code must be used before the Customer pays for the Subscription for the first time (including the verification payment for the trial period); no discount is given retroactively. The referral discount cannot be combined with any other discount code or promotion, and does not apply to a business of the firm itself. The firm receives no fee, commission or other payment from Zenboek for the referral. The firm only sees the name of the referred business, the date of sign-up and whether the Subscription is active; the firm only gains access to the administration if the Customer itself invites it to do so.

Article 7. Cancellation and Termination

Monthly subscriptions may be cancelled monthly with a notice period of one calendar month. Annual subscriptions may be cancelled with a notice period of 30 days before the end of the subscription period.

Cancellation must be confirmed in writing via the customer portal or via info@zenboek.com. A cancellation confirmation email is definitive proof of cancellation.

Upon termination of the Agreement, the Customer has 90 days to export their Customer Data. After this period, all Customer Data will be irrevocably deleted, except for data that Zenboek is required to retain under statutory obligations (including tax obligations).

Upon termination, subscription fees already paid will not be refunded, unless otherwise agreed in writing.

Zenboek is entitled to terminate the Agreement with immediate effect in the event of: (a) serious or repeated breach of these terms by the Customer; (b) bankruptcy or moratorium on payments by the Customer; (c) misuse of the Platform; or (d) use contrary to law.

Article 8. Limitation of Liability

Zenboek is only liable for direct damages that are the direct result of an attributable failure to fulfil the Agreement, provided the Customer has given Zenboek a proper and timely written notice of default, with a reasonable period for remedy, and Zenboek still fails to remedy following that period.

Zenboek's liability is in all cases limited to the amount the Customer has actually paid to Zenboek in the twelve (12) months preceding the damaging event, with a maximum of €2,500 per damaging event and €5,000 per calendar year.

Zenboek is never liable for:

• Indirect damages, consequential damages, lost profits, missed savings or loss of revenue;
• Damages from incorrect or incomplete AI outputs, analyses or tax tips;
• Damages from user corrections stored in the learning system that are subsequently applied incorrectly;
• Damages from failures, delays or errors in bank integrations or connections with third parties;
• Damages from loss of Customer Data as a result of Customer actions or security incidents not directly attributable to Zenboek;
• Damages from acting on reports, financial overviews or tax analyses generated by the Platform;
• Tax penalties, additional assessments or interest charges related to the use of the Services;
• Damages from force majeure as defined in Article 9;
• Damages resulting from the Platform being unavailable outside the guaranteed availability periods;
• Damages resulting from acts or omissions of the Customer or third parties who have (had) access to the Platform.

The liability limitations in this article do not apply insofar as the damage results from wilful misconduct or deliberate recklessness by Zenboek itself (excluding employees or agents). Liability for personal injury or death is not limited by these provisions.

Article 9. Force Majeure

Force majeure applies to circumstances beyond Zenboek's control that temporarily or permanently prevent the fulfilment of the Agreement, including but not limited to:

• Failures or outages at hosting providers, data centres or cloud suppliers;
• Failures or changes in AI provider services (including Google, OpenAI or similar providers);
• Failures or changes in bank integrations, PSD2 connections or payment services;
• DDoS attacks, cyber attacks, ransomware or other malicious software attacks;
• Internet, telecommunications or energy infrastructure outages;
• Government measures, legislative changes or court rulings;
• Pandemics, natural disasters or other extraordinary events.

During force majeure, Zenboek's obligations are suspended. If the force majeure situation lasts longer than 60 days, the Customer has the right to dissolve the Agreement in writing, without entitlement to compensation. Amounts already paid for the period after dissolution will be refunded on a pro-rata basis.

Article 10. Privacy and Processing of Personal Data

Zenboek processes personal data in accordance with the General Data Protection Regulation (GDPR) and the associated privacy policy, available at zenboek.com/en/privacy-policy.

Where the Customer enters or processes personal data of their own customers, employees or other third parties on the Platform (such as names and contact details on invoices), Zenboek acts as processor and the Customer as controller within the meaning of the GDPR. The Customer is solely responsible for having a valid legal basis for this processing.

The terms governing the processing of personal data by Zenboek on behalf of the Customer are set out in a Data Processing Agreement (DPA), which forms part of the Agreement. The DPA is available at zenboek.com/dpa and can be signed on request via privacy@zenboek.com.

The Customer indemnifies Zenboek against all third-party claims arising from the processing of personal data for which the Customer acts as controller.

Article 11. Intellectual Property and Customer Data

All intellectual property rights relating to the Platform, the software, the AI models, the designs and the documentation vest exclusively with Zenboek or its licensors. Customers obtain only a non-exclusive, non-transferable right to use the Services for the duration of the Agreement.

Customer Data remains the property of the Customer at all times. Zenboek has a limited, non-exclusive licence over the Customer Data solely for delivering the Services, including improving AI features at an aggregated, anonymised level. Zenboek will not sell Customer Data to or otherwise make it commercially available to third parties.

The Customer may not reverse-engineer, decompile, copy or create derivative works from the software, unless permitted by law.

Article 12. Bank Integrations and Third Parties

Zenboek provides integrations with banks via the PSD2-certified open banking service Ponto Connect of Ibanity NV. Through Ponto Connect you can link your bank account so that transactions are automatically imported into your bookkeeping. This integration depends on the cooperation and availability of the relevant bank and Ibanity.

For payment processing (subscription fees, customer invoices), Zenboek uses Mollie B.V., a Dutch payment institution licensed by De Nederlandsche Bank (DNB) under PSD2.

Zenboek is not liable for: failures in bank integrations; changes in access by banks or API providers; inaccuracy or incompleteness of transaction data supplied by banks; or delays in synchronising transactions.

For features that use AI from third parties (such as Google Gemini), Zenboek is dependent on the availability and quality of these external AI services. Zenboek is not liable for limitations, changes or failures in these external AI services.

A complete overview of all sub-processors and third parties is available at zenboek.com/en/sub-processors.

Article 13. Amendments

Zenboek reserves the right to amend these general terms and conditions. Changes will be announced by email to active Customers at least 30 days in advance. The amended terms will also be published on the website.

If the Customer does not agree with a material change, they may terminate the Agreement as of the date the new terms come into effect. Continued use after the effective date constitutes acceptance of the amended terms.

Article 14. Governing Law and Dispute Resolution

These general terms and conditions and all agreements are exclusively governed by Dutch law, to the exclusion of the Vienna Convention on the International Sale of Goods (CISG).

Disputes arising from or related to the Agreement are submitted exclusively to the competent court of the District Court of Eindhoven, unless mandatory law designates another court.

The parties will endeavour to resolve disputes initially through mutual consultation. Before taking legal action, the claiming party will notify the other party in writing of the dispute, after which the parties have 30 days to reach an amicable solution.