Zephior Platform Terms

A contracting party may be a customer, a referral partner or both. Customer provisions apply to the subscriptions and managed services it orders. Section 18 governs referral participation; confidentiality, data protection and the general terms apply to both roles. Partner approval grants no customer subscription or managed-service mandate, and a customer account or discount grants no partner participation.

For partner participation, an authorized representative expressly accepts the partner schedule and the exact Terms version it incorporates through the agreed onboarding or signing process. Zephior records the partner entity, accepting person, schedule, Terms version, acceptance method and time. An individual contracting personally accepts on their own behalf. Authorized partner users access the portal only within their approved membership; their login does not replace the contracting party's acceptance.

These terms establish one framework for the client's use of the Zephior platform and any managed services ordered under it. A person authorized to bind the contracting organization expressly accepts them at account setup, checkout, an agreed migration or by expressly accepting a Service Order (statement of work, SOW) that incorporates these terms and identifies their exact version. Zephior records the organization, accepting person, terms version, acceptance method and time. The organization's authorized users use the platform under its agreement without separately accepting on its behalf; the client is responsible for their compliance. Passive use does not replace this express organization-level acceptance.

Ziva Intelligence is the standard entry for paid tender monitoring, discovery and analysis. Ziva Projects supports self-service project work. Once a relevant tender is identified and analyzed, the client may use Projects under its applicable subscription or order managed execution through an expressly accepted SOW. Intelligence may be purchased even when no suitable tender has been identified. The client may also order managed services without an Intelligence or Projects subscription, under these terms and an expressly accepted project-specific SOW. A platform account is not required to order managed services.

Accepting these terms creates no obligation to buy managed services, minimum service commitment or success fee. Platform functions and Intelligence analysis do not give Zephior authority to bind the client. The client retains final bid/no-bid, pricing and approval decisions and actions reserved to the bidder or an authorized signatory. Managed portal actions require the scope and authority described below.

Zephior grants the client a limited, non-exclusive, non-transferable right to use Ziva for its internal business purposes during the subscription. The client must protect credentials, authorize users appropriately and notify Zephior of suspected unauthorized access.

The client may not resell the service, circumvent usage controls, reverse engineer protected elements, interfere with security, use the service unlawfully or attempt to access another client’s data.

Authorized Zephior personnel may access relevant platform data and functions as necessary for support, maintenance, troubleshooting and security. For managed services, access is limited to the projects and work covered by the applicable accepted, effective SOW. Access is restricted to personnel who need it, subject to confidentiality, appropriate permissions and logging, and removed when no longer required.

Managed-service access ends with the mandate, subject to agreed remaining work. Customer-provided access under an SOW concerns external systems or other customer-controlled resources.

Intelligence monitoring and analysis require the applicable paid subscription, except where an earlier accepted customer agreement expressly provides otherwise. Accepting an SOW does not itself grant a free monitoring subscription. Intelligence finds and assesses opportunities within the purchased coverage using available source evidence and company context; it does not guarantee a relevant tender or award. Analysis states material evidence gaps and document-access limits. Customer-operated Projects and managed execution are separate paid execution routes. An Intelligence subscription alone does not include managed drafting or independent Project creation.

Ziva's current standard offer has two separately purchasable subscriptions: Intelligence and Projects. The client may buy either one or both. Intelligence is priced by the selected geographic coverage. Projects is priced by the number of Project Keys issued for the paid period. One Project Key unlocks one new Project. Unused monthly Project Keys are valid for three months from issue. Unused annual Project Keys are valid until the end of the paid annual period. An unlocked Project remains available while the applicable account access continues, subject to the termination and retention rules below.

The price, currency, taxes, included capacity, billing period, renewal date and any trial terms are shown before purchase or stated in the order form. Intelligence is billed monthly. Projects may be billed monthly or annually. If an active paid Projects subscription qualifies Intelligence for a displayed companion price, that price applies only while the paid Projects subscription remains active. Intelligence and Projects remain separate subscriptions and may be changed or cancelled independently. Ending one does not end the other.

Standard subscriptions do not create automatic overage charges. If the included Project Keys or service capacity are unavailable or exhausted, affected new or AI-assisted operations may pause until renewal, an early renewal, additional capacity or another plan change expressly confirmed by the client. The client sees the applicable charge and resulting capacity before confirming a paid change.

For new subscriptions under this version, the client pays the selected normal monthly or annual subscription price when the first payment succeeds. There is no free standard trial, delayed first charge or separate evaluation subscription. Intelligence and Projects remain independently billable. The final amount, including applicable tax, is shown by Checkout before payment. If both products are selected, separate checkouts may be required; a completed purchase of one product is effective even if the other is not completed.

Each contracting organization has a one-time first-month money-back right for each product it first purchases under this paid-start offer. The window begins when the first payment for that product succeeds and ends at the same UTC time on the corresponding date of the following calendar month, or on its last day if that date does not exist. The exact deadline and current refundable amount appear in the account after payment. A claim must reach Zephior before that deadline through the account billing function or by email to legal@zephior.com; refund processing may finish later. The right does not restart on renewal, early renewal, upgrade, cancellation, reactivation or a change of payment method or billing period.

For a valid claim, Zephior refunds all subscription payments actually received for that product within its original window, including applicable tax, early renewals and paid upgrades. An annual Projects payment is refunded in full, not prorated. Usage of Project Keys, AI capacity or time does not reduce the refund. Prior refunds are deducted; a refund never exceeds the amount actually received. Zephior ends the affected product and future charges on acceptance, makes retained content read-only under the normal retention rules, and revokes its unused Project Keys and remaining AI capacity. The other product remains active unless separately cancelled or claimed. If Projects ends while Intelligence continues, the price already paid for the current Intelligence period is unchanged; the next Intelligence charge uses the standalone price unless another qualifying paid Projects subscription is active. Refunds go to the original payment method where available, with the appropriate credit note. Zephior confirms the claim time and outcome in writing.

A client whose trial or custom pilot was accepted before this paid-start offer keeps its accepted duration, price, first-charge date and cancellation terms; these are not shortened or charged retroactively. A client that accepted a credit-based Ziva subscription before 12 September 2026 remains on that legacy commercial plan until it expressly accepts a migration to the current offer. Publication of the current offer or its prices does not by itself replace the client's accepted pricing, valid credit balance, billing anchor, minimum term or renewal rules. Before migration, Zephior will state the migration date, replacement subscription, currency and billing period, and how valid unused credits will be handled. Until the migration takes effect, the accepted legacy order and the version of the terms incorporated into it continue to govern that subscription.

The client retains ownership of client content and confirms that it has the rights and lawful basis needed to provide it. The client grants Zephior a limited right to process it only to provide, secure and support the subscribed platform and any accepted SOW, and to meet applicable legal or recordkeeping obligations. The client must not provide data that the agreed deployment is not authorized to process or send production credentials through ordinary email or chat.

Zephior retains all rights in Ziva and its underlying technology, service materials, methods and improvements. The client owns its content and, after payment, may use generated output for its business. Pre-existing Zephior materials, open-source components and third-party materials remain with their respective owners.

Each party protects the other's non-public commercial, technical, security and procurement information, including protected opportunity information, SOW terms and partner schedules, with at least reasonable care. It uses that information only to perform or receive the subscribed service, SOW or accepted partner arrangement and discloses it only to personnel, advisers and approved providers who need it and are bound by appropriate duties. It promptly notifies the other party of known unauthorized access or disclosure.

These duties do not cover information shown to have been lawfully known without restriction, independently developed, lawfully received from a third party or made public without breach. Required disclosure is permitted after advance notice where lawful and reasonably practicable. The duties continue for five years after disclosure; trade secrets remain protected while they qualify as such. An expressly continuing NDA or stronger agreed protection remains applicable.

During an active paid subscription or paid managed-services engagement, the client grants Zephior a non-exclusive, royalty-free right to use its name and unmodified logo solely to identify it as a customer of the subscribed product or ordered service on Zephior's website, customer lists and sales materials, subject to reasonable trademark guidelines. An Intelligence subscription does not permit Zephior to describe the client as a managed-execution customer unless that engagement exists. The client may opt out at any time through legal@zephior.com; new use stops and existing digital use is removed within ten business days. Case studies, testimonials, quotations, usage metrics, press releases, paid advertisements and detailed relationship descriptions require prior written approval. Expressly different terms in an order, SOW, existing signed MSA or NDA control.

The Privacy Policy describes Zephior's controller processing. The Data Processing Agreement applies when Zephior processes personal data on the client's behalf and must be incorporated before that processing begins. Each party complies with the data-protection law applicable to its processing. Zephior maintains appropriate technical and organizational measures. Special-category, highly sensitive or legally protected data requires the agreed authorization and safeguards. Each party remains responsible for its own administration, relationship management, legal compliance and security processing. Zephior does not use client content to train general-purpose models for itself or third parties.

Zephior will provide Ziva with reasonable skill and care. Support levels and specific commitments are stated in the order form. Preview or beta functions may change, fail or be withdrawn and are provided for evaluation unless the parties agree otherwise.

AI-assisted output can contain errors or omissions. Ziva does not guarantee that a response is complete, compliant, accepted or successful. The client must verify output and source requirements before relying on or submitting it. Except for express commitments, the service is provided as available to the maximum extent permitted by law.

This section applies to software subscriptions. Managed-service warranty and liability are governed by the Managed Services sections below.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or lost profits or revenue. Each party’s aggregate liability arising from Ziva is limited to fees paid or payable for Ziva in the twelve months before the event giving rise to the claim. Limits do not apply where liability cannot lawfully be limited or to intentional misconduct.

Subscription cancellation does not automatically cancel an active SOW, and ending an SOW does not cancel an Intelligence or Projects subscription. The affected product or SOW must be ended under its own terms. The subscription first-month money-back right does not refund managed-service fees unless the SOW expressly provides that right.

Zephior may suspend access where reasonably necessary to address non-payment, security risk, unlawful use or material breach. Where practical, Zephior will provide notice and an opportunity to cure. Unless an order form states otherwise, cancellation takes effect at the end of the current paid period. When both Intelligence and Projects are active, cancelling one subscription does not cancel the other. On termination, outstanding fees become due and the client may export data during the period stated at purchase or in the order form before deletion under the DPA.

Managed services operate under these accepted platform terms and a project-specific Service Order (SOW) expressly accepted by both parties. They may cover tender execution, software engineering, AI automation or other agreed professional work. The SOW identifies the client, project and any relevant tender, scope, deliverables, timing, inputs, approvals, fees and any success fee, exclusivity or approved expenses. A request for assistance, an Intelligence recommendation, acceptance of these terms alone or payment alone is not a mandate for unspecified work.

An authorized Zephior representative approves and issues the completed SOW as an offer. An authorized client representative accepts that exact order and its incorporated Terms version through an explicit online acceptance action or the agreed signature workflow. No separate signature is required unless applicable law requires a signature or an applicable agreement expressly requires one. Before acceptance, the client must be able to review and retain the complete order and incorporated terms. Zephior retains the accepted order, contracting organization, accepting person's identity and stated authority, exact Terms version, acceptance method and time, and provides a reproducible confirmation. Payment by another person does not replace the authorized client's acceptance. Acceptance authorizes only the specified work. Work starts after Zephior verifies receipt of the agreed upfront payment and satisfaction of the other start conditions, subject to expressly agreed different payment terms. Where the SOW provides for payment by invoice, work starts on acceptance unless the SOW states other start conditions. Later stages or material scope changes require a change order expressly accepted by authorized representatives of both parties in a reproducible textual record. The client is not charged for unapproved work.

Zephior performs with reasonable professional care and may use qualified personnel, subcontractors and AI tools subject to confidentiality and data protection, remaining responsible as provided by applicable law. The client provides accurate, timely information, evidence, access and decisions; verifies eligibility, factual statements, prices and commitments; obtains needed specialist advice; and gives final approval. Missing inputs or approvals extend affected dates reasonably; material rework requires an agreed change order. A fixed external deadline, such as a tender submission deadline, is not extended by late inputs. The SOW may set cut-off dates for client inputs, approvals and signatures. For anything received after a cut-off, Zephior proceeds with reasonable efforts on the inputs received in time and tells the client in text form what is missing and its likely effect; the client then decides in text form whether the offer is submitted as it stands. An incomplete, excluded, late or non-submitted offer caused by missing or late client inputs, approvals, signatures or other client-only actions is not a non-conformity of the services, and the agreed fixed fee remains due.

Portal registration, administration, uploads, communications and submission actions may be included only where the SOW, portal rules and applicable requirements permit them and the client supplies the required access, specific approval and authority. Zephior cannot approve prices, make client-only declarations, sign on the client's behalf or otherwise bind it without the expressly permitted authority. Managed deliverables support decisions and are not legal, tax or regulated procurement advice; eligibility, shortlist, award, revenue and end-customer payment are not guaranteed.

Zephior may operate managed projects in a platform workspace for the client. Where platform collaboration is agreed, the client may contribute evidence, review and approve that work through its platform account within its granted access, without needing an Intelligence or Projects subscription. A platform account is not a condition of commissioning managed services. Zephior's operations within the accepted SOW do not consume the client's self-service Project Keys or legacy credit balance. Collaboration access does not grant unrelated self-service work or independent project creation without the applicable Projects entitlement. Opportunity exclusivity exists only if the SOW expressly defines it.

The SOW states acceptance criteria, review periods and testing commitments. The client reviews deliverables and identifies material non-conformities with reasonable detail; Zephior addresses verified non-conformities within the agreed scope and remedies. AI systems and automations may produce errors or unexpected results. For consequential decisions and production use, the client maintains appropriate human review, permissions, monitoring and fallback procedures. Zephior does not guarantee uninterrupted automation or error-free software.

The client pays only the fixed fees, success fees, taxes and approved costs stated in the SOW. The fixed execution fee is due before the corresponding work unless the SOW expressly agrees different payment terms. Where the SOW provides for payment by invoice, the invoice is payable within ten calendar days of its date unless the SOW states another due date. Payment schedules and invoice periods are stated in the SOW. Only genuinely disputed amounts may be withheld after notice stating the dispute before the due date; undisputed amounts remain payable. Overdue amounts bear 5% annual default interest, subject to mandatory law. Third-party and travel expenses require prior approval in a reproducible textual record. Each party otherwise bears its ordinary costs.

A success fee applies only when the SOW expressly fixes its amount or percentage, calculation base, Win trigger and exclusions. A Win is the binding award, purchase order, contract, call-off, extension, renewal, change order or other commitment specified in the SOW. Shortlisting, framework or panel admission, preferred-supplier status and pre-qualification are not a Win unless expressly agreed. Awarded Contract Value excludes VAT, genuine third-party pass-through costs, uncommitted options and unguaranteed framework ceilings unless the SOW expressly includes them.

The client reports a potential Win within five business days and provides reasonably sufficient supporting evidence on request, with unrelated information redacted where appropriate. The success fee is invoiced and paid according to the schedule agreed in the SOW. The fee applies to its identified opportunity if the Win occurs during the SOW or within twelve months after completion or termination, unless otherwise agreed. It does not apply to an opportunity the client proves it was already actively pursuing before disclosure unless expressly brought into scope.

Success-fee non-disclosure protection. If the client intentionally or through gross negligence fails to report a Win or provide information reasonably needed to verify its value, and that failure continues for ten business days after a textual reminder, an additional penalty is due equal to the lower of the total applicable success fee for that awarded contract or 10% of its actual Awarded Contract Value. The success fee remains separately payable. No success fee means no penalty under this clause. There is no default or minimum deemed award value. An SOW may specify an opportunity-specific provisional valuation and evidence basis, rebuttable by contemporaneous evidence and reconciled to actual value once verified. Mandatory law, including judicial reduction of an excessive penalty, remains reserved.

Any payment deferral must be expressly agreed in the SOW and is subject to its stated conditions. The client keeps Zephior informed of matters affecting deferred payment.

Unless the SOW states otherwise, service amounts exclude VAT and similar transaction taxes. Paying a non-disclosure penalty does not release the client from reporting or verification duties.

After full payment of the corresponding fees, Zephior assigns transferable intellectual-property rights in final customer-specific deliverables created exclusively for the client under the SOW. Where a right cannot be assigned, the client receives a perpetual, worldwide, royalty-free license to use, reproduce, modify and distribute that deliverable for its business. The client retains its own materials.

Zephior retains pre-existing or independently developed tools, software, templates, methods, know-how, generic structures and other background materials. Where embedded in a deliverable, they are licensed perpetually, worldwide and royalty-free only as part of that deliverable. Third-party and open-source terms remain applicable. Zephior may reuse general skills, ideas and anonymized patterns that disclose no client confidential information or personal data.

For a material breach of the reasonable-professional-care warranty, the client's exclusive remedy is re-performance of the affected services where reasonably possible, or reimbursement of the fee paid for the non-conforming portion if re-performance is not reasonably possible.

To the extent permitted by law, neither party is liable for indirect or consequential loss, lost profits, revenue, anticipated savings, opportunity, goodwill or data, except where such loss is an express component of an agreed success fee or the contractual penalty above. Aggregate managed-service liability under these terms and all SOWs is limited to the managed-service fees paid or payable in the twelve months preceding the event. These limits do not apply to liability that cannot lawfully be limited, including unlawful intent or gross negligence; the client's payment obligations, success fees or contractual penalties; or a party's breach of confidentiality, data protection or intellectual-property duties.

Either party may end the managed-service framework on thirty days' textual notice. Either may terminate it or an affected SOW for a material breach not remedied within fifteen days after textual notice, or immediately for an irremediable breach, insolvency, unlawful performance or a material security or confidentiality risk.

Ending the framework does not automatically terminate an active SOW unless the notice expressly says so. The client pays for performed work, approved non-cancellable commitments, accrued success fees and agreed wind-down work. Accrued rights, payment, success-fee reporting and tail provisions, confidentiality, deliverable rights, data protection and liability survive as needed to give them effect. This section does not cancel a separately active subscription.

Referral participation begins only after Zephior approves the partner and both parties expressly accept a partner-specific commercial schedule incorporating this exact Terms version. The schedule identifies the contracting partner and its agreed role. Registration, a customer account, discount receipt, an introduction or an issued link or code alone creates no compensation entitlement. Each individual portal user needs approved partner membership, protects their credentials and may access only the referrals and records made available to that partner.

All compensation is agreed partner by partner in the accepted schedule or a mutually accepted written amendment. These terms set no default percentage, commission tier, amount, calculation basis, compensation eligibility rule, protection period, commission duration or settlement deadline. The schedule states the covered products or services, qualifying referrals and roles, compensation model, calculation basis, exclusions, triggers, periods, currency and payment conditions that the parties agree. Any collected-revenue condition, definition of net revenue, deduction, expense reimbursement, renewal or additional-business entitlement must be stated there. Another partner's arrangement, a template or a displayed balance does not supply missing commercial terms.

The schedule governs referral registration and acceptance, links or codes, attribution, existing customers or prospects, self-referrals, duplicate or competing claims and any approved exception. Link use or code redemption alone neither resolves a claim nor approves compensation. Zephior retains a record of the referral and the applicable decision; disputes are reviewed against the accepted schedule and available evidence. Customer discounts require their own approved offer and do not determine partner compensation.

Statements and settlement records identify amounts determined under the accepted schedule and relevant evidence. Invoicing, expressly agreed self-billing where permitted, taxes, payment fees, payout timing, holds, refund adjustments, chargebacks, offsets and recovery of overpayments follow that schedule and mandatory law. A connected payout account or payment-provider transfer is not evidence of bank receipt. Where a payment provider is used, payment remains subject to its applicable verification, account, currency and country requirements. The partner supplies accurate required identity, tax and payout information through the agreed secure process. Provider onboarding does not create or change compensation rights.

The partner must have the rights and lawful basis needed to disclose referral and contact information, respect objections and applicable marketing rules, and use opportunity information only for the agreed purpose. A referral supplies no automatic consent to marketing or permission to disclose confidential customer material. The partner may use Zephior's name, marks or approved materials only within the authorized promotional scope and must accurately describe the relationship. It may not promise prices, service commitments, customer outcomes or authority that Zephior has not approved. Partner participation alone gives neither party the customer-reference rights in section 7.

Suspension, termination, notice periods and any remaining referral or compensation rights are governed by the accepted schedule and mandatory law. Zephior may suspend portal access where reasonably necessary to address security risk, unlawful use or material breach, giving notice and an opportunity to cure where practicable. Revoking access or retiring a link or code does not erase historical records, accrued obligations or adjustments governed by the schedule. Ending the partnership does not automatically end a separate customer subscription or SOW, and ending customer services does not automatically end the partnership.

The subscription and managed-service warranty and liability provisions apply to those customer services, not solely because a party participates as a referral partner. Any partner-specific liability limitation or additional protection must be expressly agreed in the partner schedule and remains subject to mandatory law.

These terms, accepted subscription orders, accepted SOWs, mutually accepted partner schedules, the DPA where applicable and incorporated schedules form the agreement for their respective roles. The DPA controls its subject matter. Expressly different SOW provisions prevail only for that SOW and to the extent of the conflict; subscription orders control their commercial or expressly negotiated points. A partner schedule controls its compensation and expressly different partnership provisions for that partner only; it does not change a separate customer order or SOW unless both parties expressly agree. A client purchase-order form changes these terms only if both parties expressly accept the change. Earlier accepted terms and signed agreements, including MSAs and partner agreements, remain authoritative for their existing engagements until an expressly agreed migration.

Both parties have authority to enter the agreement and remain independent contractors. An approved referral-partner description identifies the agreed commercial role; it does not by itself create a legal partnership, employment, agency, fiduciary or joint venture relationship or authority to bind the other party, subject to mandatory law. Neither party may otherwise claim such a relationship or authority without express authorization. Legal notices go to legal@zephior.com and the contracting party's recorded legal contact, effective when receipt is acknowledged or otherwise evidenced. Operational notices may use the order's or partner schedule's contacts. A reproducible textual record, including identifiable email or electronic ordering/signing records, satisfies a contractual text-form requirement. Required statutory signature forms remain applicable; standard electronic signing does not purport to satisfy qualified-signature or handwritten-form requirements.

Changes require acceptance by authorized representatives; publication or continued use alone does not migrate an existing customer or partner. Waivers are specific. Neither party may assign without consent except to a successor following reorganization or sale of substantially all relevant assets that assumes the obligations. Delay beyond reasonable control excuses affected performance after notice and reasonable mitigation, but not payment obligations. If a provision is unenforceable, the rest continues. The English text controls unless an order or partner schedule expressly agrees otherwise. Swiss substantive law applies, excluding conflict rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Zug, Switzerland have exclusive jurisdiction, subject to mandatory law.