Company Details
Zeus AI Ltd (formerly OpenFi Ltd)
Registered in England and Wales
Company Number: 14908132
Registered Office: 71–75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
These Terms and Conditions (the “Terms”) apply to any Service Agreement entered into by Zeus AI Ltd (“Zeus”) and a Client for the provision of products and/or services by Zeus. They form the entire agreement between the parties, save for any additional terms in a signed Service Agreement or Order Form (both referred to here as a “Service Agreement”).
In these Terms, the following words and phrases shall have the meanings below:
Agreement: These Terms and any related Service Agreement or Order Form.
Business Day: Monday to Friday (excluding UK bank holidays) when banks in London are open.
Client: The customer entering into a Service Agreement with Zeus for products and/or services.
Client Data: Any data, information, or materials provided by the Client for use or processing by Zeus in connection with the Services.
Confidential Information: Information in any form (whether marked confidential or not) regarding a party’s business, affairs, operations, processes, trade secrets, or similar, disclosed in connection with this Agreement.
End User: A customer of the Client.
Fees: The sums payable by the Client to Zeus for Services and/or Products under a Service Agreement.
Initial Term: The initial duration of a Service Agreement, as specified in the relevant Order Form or other service document.
Intellectual Property Rights: All intellectual property rights, including patents, trademarks, service marks, trade names, domain names, rights in designs, copyrights, database rights, and all similar rights worldwide.
Normal Business Hours: 9:00 AM to 5:00 PM UK time on Business Days.
Order Form: The document or form setting out the specific Products, Services, and Fees, forming part of a Service Agreement.
Party: Each of Zeus or the Client (together, the “Parties”).
Product: The product(s) used by or provided by Zeus to deliver Services.
Service Agreement: An agreement between Zeus and the Client incorporating these Terms, for the supply of Products and/or Services.
Services: The services specified in the services section. (add link)
Term: The total duration of this Agreement (including any Initial Term and any renewal period).
VAT: Value-added tax, or any similar or replacement tax in any jurisdiction.
Zeus shall provide the Services and (where relevant) Products to the Client under these Terms and any applicable Service Agreement or Order Form. Unless otherwise stated, Services will be provided on a continuous basis, 24/7, except during necessary maintenance.
Any Service Agreement refers to and incorporates these Terms. In case of conflict, the specific provisions of the Service Agreement (including the Order Form) take precedence over these Terms only to the extent of such conflict.
The Service Agreement commences on the date stated in the Order Form (“Order Commencement Date”) or on such other date as agreed. The Initial Term will be as stated in the Order Form. Unless terminated earlier in accordance with these Terms, the Service Agreement will continue for the Initial Term, and may thereafter renew automatically for successive 12-month periods (each an “Extended Term”), unless either Party gives the other the specified written notice of non-renewal under the Service Agreement.
The Client may terminate or withdraw specific Services at the end of the Initial Term or Extended Term, by giving proper written notice as set out in the Service Agreement. If there is any outstanding payment or material breach by the Client, any such notice of termination or withdrawal of Services shall be of no effect, and Services will renew.
Fees are detailed in the Order Form or Service Agreement. Unless stated otherwise, all Fees are billed from the Order Commencement Date (or the date Services begin) and are typically payable monthly in advance.
Unless different billing dates or frequencies are set out in the Order Form, Fees for each month are due in advance, on or before the first day of that month.
All sums are exclusive of VAT (or equivalent), which will be added where applicable.
Zeus may charge interest on overdue amounts at 4% above the base rate of National Westminster Bank PLC (or the highest rate allowed by law if lower).
Zeus may also suspend or terminate the provision of Services if any undisputed invoice remains unpaid beyond the stated due date after notice to the Client.
All Fees must be paid by the Client in full, without any deduction or set-off (unless required by law).
Zeus may adjust Fees at the end of the Initial Term or any Extended Term by giving the Client at least 30 days’ written notice, and the new Fees shall take effect at the commencement of the next renewal period, unless otherwise stated in the Service Agreement.
The Client must:
Provide all necessary cooperation and information required by Zeus to deliver the Services and (where applicable) Products.
Obtain and maintain any licences, consents, or permissions needed to use the Services.
Comply with all laws, regulations, and codes of practice applicable to the use of the Services or Products.
Ensure all access and network connections are suitable and secure for using the Services.
The Client and its End Users have a non-exclusive right to use the Services for business purposes, subject to payment of Fees and compliance with these Terms.
The Client shall not misuse the Services or otherwise cause any disruption or violate the intellectual property rights of Zeus or any third party.
The Client shall ensure all Client Data is accurate and lawful to process and that it obtains any necessary consents from End Users or other data subjects.
Each Party shall comply with all applicable Data Protection Legislation, including the Data Protection Act 2018 and the UK GDPR, with respect to any personal data processed in the performance of this Agreement.
Where Zeus processes personal data on behalf of the Client, the Client is the Controller and Zeus is the Processor under Data Protection Legislation.
Zeus shall:
Process personal data only on the Client’s documented instructions.
Implement appropriate technical and organisational measures to safeguard personal data.
Notify the Client of any personal data breach without undue delay.
Assist the Client (where possible) in fulfilling the Client’s data protection obligations, including subject access requests, and audits.
Not transfer personal data outside the UK without the Client’s prior written consent (unless required by law).
On termination of the Agreement, Zeus shall delete or return any personal data in its possession (unless retention is required by law or for lawful business reasons), as further specified in the Service Agreement.
Zeus shall exercise reasonable skill and care in providing the Services.
Zeus does not guarantee uninterrupted or error-free Services, and minor interruptions or scheduled maintenance may occur.
Zeus shall not be liable for failure to provide the Services caused by the Client’s acts or omissions, or issues arising from the Client’s network, equipment, or third-party services not under Zeus’s control.
Zeus warrants that it has and will maintain any licences and consents necessary to provide the Services under this Agreement.
Each Party shall keep the other’s Confidential Information confidential and shall not disclose it to any third party (other than to those of its employees, agents, or sub-contractors who need to know for the performance of the Party’s obligations) without the other Party’s written consent.
Confidential Information does not include information that:
is or becomes public other than by a breach of this Agreement;
was lawfully in a Party’s possession before disclosure;
is lawfully disclosed by a third party without restriction;
is independently developed without use of the other Party’s information.
All Intellectual Property Rights in the Products, Services, software, and associated materials (excluding Client Data) remain vested in Zeus or its licensors.
Zeus grants the Client a limited, non-exclusive, non-transferable licence to use any such Intellectual Property solely to receive and use the Services under this Agreement.
The Client retains all rights in Client Data and any of its own Intellectual Property provided to Zeus.
The Client grants Zeus a non-exclusive licence to use such materials for the limited purpose of performing the Services.
If a third-party claims the Client’s use of Services in accordance with these Terms infringes their Intellectual Property Rights, Zeus shall indemnify the Client for direct losses or damages arising from such claim, provided the Client promptly notifies Zeus and cooperates with Zeus’s defence or settlement of the claim. This indemnity does not apply to any claim arising from Client Data or the Client’s breach of this Agreement.
Neither Party excludes or limits liability for:
Death or personal injury caused by negligence, or
Fraud or fraudulent misrepresentation, or
Any matter for which liability cannot be limited or excluded as a matter of law.
Subject to Clause 9.1, neither Party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill arising out of or in connection with this Agreement.
Subject to Clause 9.1, each Party’s total aggregate liability to the other for any claims arising under or in connection with this Agreement (in any 12-month period) shall be limited to the total Fees actually paid or payable by the Client in such 12-month period, unless otherwise stated in the Service Agreement.
Either Party may terminate the Agreement immediately upon written notice if the other Party:
Fails to pay an undisputed sum within 15 days of a written demand.
Commits a material breach which remains unremedied after 30 days’ written notice specifying the breach.
Becomes insolvent, enters administration, ceases to trade, or is otherwise unable to pay its debts as they fall due.
Upon termination:
The Client shall immediately pay all outstanding sums for Services delivered up to the date of termination.
Any rights or licences granted under this Agreement end. The Client must cease using the Services and any associated software.
Each Party shall return or destroy the other’s Confidential Information in its possession (subject to Clause 5.3 regarding data retention).
If the Client terminates for convenience before expiry of the Initial Term or an Extended Term, any such compensation, charges, or notice periods will be as set out in the Service Agreement or Order Form.
Neither Party shall be in breach for failure or delay in performing obligations (excluding payment obligations) if caused by events beyond reasonable control, such as natural disasters, war, riot, strikes, or governmental action. The affected Party must promptly notify the other Party and take reasonable steps to minimise the impact.
Each Party agrees to comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, maintaining appropriate policies and promptly reporting any request or demand for undue financial or other advantages connected with the performance of this Agreement.
If you have a complaint about the Services received, please contact us in one of the following ways:
In writing: Zeus AI Ltd, 71–75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
Email: contact@get-zeus.com
We value all feedback to improve our products and services.
These Terms and any relevant Service Agreement constitute the entire agreement between the Parties with respect to its subject matter and supersede all prior agreements or understandings.
Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.
A person who is not a Party to this Agreement has no right to enforce any term of this Agreement.
The Client shall not assign, transfer, or deal with this Agreement without Zeus’s prior written consent (not to be unreasonably withheld).
Zeus may assign or subcontract its obligations, provided it remains liable for its subcontractors.
All notices under this Agreement must be in writing and delivered by hand, first-class post, or email to the addresses specified in the Service Agreement or otherwise notified by a Party. Notices are deemed effective upon receipt.
If any provision is found invalid or unenforceable by a competent authority, it shall be deemed removed, and the remaining provisions shall remain in full force, preserving, if possible, the parties’ original intentions.
No modification of these Terms is valid unless in writing and signed by authorised representatives of both Parties, except Zeus may update these Terms if changes are required by law or do not materially affect the Services or Fees.
Delay or failure by a Party to enforce any term or exercise a right does not waive that right or prevent future enforcement.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.