Terms of Use (Agreement)

2. DEFINITIONS

To ensure clarity and avoid any misunderstanding in this Agreement, the following terms shall have the specific meanings defined below:

• "Company" (or "We/Us"): Refers to ZOCOPOS LTD (Company Number: 16120832), the owner and provider of the Zoco POS platform and services, headquartered in the United Kingdom.
• "Merchant" (or "Account Owner"): Refers to the primary user or the legal business entity that registers for the Service, subscribes to a plan, and assumes responsibility for the account.
• "Authorized User": Refers to any individual (such as employees, cashiers, managers, or staff) who is granted access to the Service by the Merchant. The Merchant is fully responsible for the actions of their Authorized Users.
• "Service": Refers collectively to the zocopos.com website, the Zoco POS software, cloud-based dashboard, mobile applications, APIs, and any related support provided by the Company.
• "Your Data": Refers to all information, sales records, inventory lists, customer details, and content that you or your Authorized Users input, upload, or store in the Service.

3. ACCOUNT REGISTRATION, SECURITY, AND COMPLIANCE

3.1 Accurate Information Requirement

To access the full features of the Service, you are required to register a business account. You agree to provide true, accurate, current, and complete information, including but not limited to your Business Name, Country of Operation, Tax Registration details, and Physical Address.

3.2 Geographic Jurisdiction and Country Selection

You acknowledge that the tax logic, invoicing standards, and legal settings of the Service are determined automatically based on the "Country" you select during registration or shop creation.

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials (email and password). You agree to notify the Company immediately of any unauthorized access to your account. The Company cannot and will not be liable for any loss or damage arising from your failure to protect your account information.

3.4 Verification and Termination

The Company reserves the right to verify your business details (such as CR or VAT status) at any time. Providing false information or impersonating another business is a material breach of this Agreement and may result in the immediate termination of your account without refund.

4. SUBSCRIPTIONS, BILLING, AND CANCELLATION

• Payment of Fees: Access to certain features of the Service requires a paid subscription (the "Paid Plan"). You agree to pay all applicable fees related to your selected Paid Plan in advance. By subscribing, you authorize the Company to automatically charge your provided payment method at the beginning of each billing cycle until you cancel the subscription.
• Taxes and VAT: Unless otherwise stated, our fees do not include any taxes, levies, duties, or governmental assessments of any nature, including but not limited to Value-Added Tax (VAT). You are responsible for paying all taxes associated with your purchase hereunder.
• No Refund Policy: ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE. To the extent permitted by applicable law, the Company does not provide refunds or credits for any partial subscription periods or unused services. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period.
• Changes to Pricing: The Company reserves the right to modify its pricing plans at any time. Any changes to the subscription fees will become effective at the start of the next billing cycle following notice to you.
• Payment Security and Third-Party Processors: The Company takes reasonable measures to secure your payment information but does not store your full credit card details on our servers. We utilize trusted, PCI-compliant third-party payment processors (such as Stripe, Moyasar, or others) to handle all financial transactions.
  DISCLAIMER: You acknowledge that the Company has no control over the security protocols of these third-party processors. Therefore, the Company shall not be liable for any data leaks, security breaches, or unauthorized use of your payment information that occurs within the third-party processor’s system.
• Liability for Unauthorized Transactions: You are solely responsible for all activity and transactions that occur under your account. If your account credentials are compromised due to your negligence (e.g., weak password, sharing login details), and unauthorized charges are made using your stored payment method, you accept full liability for such charges. The Company is not obligated to issue refunds for purchases made through your account, even if you claim they were unauthorized.
• Billing Disputes: If you believe you have been charged in error, you must contact us within fourteen (14) days of the charge date. You agree to resolve any billing disputes directly with the Company before contacting your bank. Initiating a chargeback or dispute with your payment provider without prior notice to us will result in the immediate suspension of your account and access to your data.

5. INTELLECTUAL PROPERTY RIGHTS

• 5.1 Ownership and Reservation of Rights: The Service, including its source code, database structures, algorithms, user interface, designs, and trademarks (collectively, the "Intellectual Property"), is the exclusive property of the Company. Nothing in this Agreement grants you any ownership rights in the Intellectual Property. All rights not expressly granted to you are reserved by the Company.
• 5.2 User License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your internal business operations. You agree not to sell, resell, license, rent, or distribute the Service to any third party without our prior written consent.
• 5.3 Feedback: Any suggestions, feedback, or ideas you provide regarding the Service (collectively, "Feedback") shall be the sole property of the Company. We may use, modify, and implement such Feedback without any obligation of confidentiality, attribution, or compensation to you.

6. PROHIBITED CONDUCT AND COMPLIANCE

6.1 Restrictions on Use

You agree that you will not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
• Access the Service to build a competitive product or service.
• Use the Service for any illegal purpose, including fraud, money laundering, or the sale of prohibited goods under the laws of your jurisdiction.

6.2 International Use and Local Compliance

The Service is controlled and operated from the United Kingdom. While we provide localization for various regions (including ZATCA compliance for Saudi Arabia), your contractual relationship is with our UK-based firm. You are responsible for compliance with all local laws applicable to your jurisdiction.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

7.2 Exclusive Jurisdiction: You irrevocably agree that the courts of London, United Kingdom shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.

8. TAX AND REGULATORY COMPLIANCE

• 8.1 Accuracy of Tax Information: You confirm that all tax-related information provided during the "Shop Creation" or "Profile Setup" process is accurate, valid, and registered with the relevant authorities in your selected jurisdiction. The Service generates invoices and tax reports solely based on the data you input. The Company bears no liability for non-compliant documents resulting from your entry of incorrect or false data.
• 8.2 Country Selection and Legal Logic: You acknowledge that the Service applies tax logic, invoicing standards, and compliance features based specifically on the "Country" you select within the Shop Management settings.
  
  CRITICAL WARNING: It is your sole responsibility to select the correct jurisdiction where your business physically operates. If you select a different country to bypass local regulations, the Service will NOT generate compliant invoices for your actual location. In such cases, you accept full liability for any fines, penalties, or legal action taken by government authorities due to your failure to issue compliant invoices.
• 8.3 Onboarding and Government Integration: For users in jurisdictions requiring direct government integration, by clicking "Start Onboarding," "Connect," or similar actions, you authorize the Service to transmit your business data to the relevant tax authority APIs. You agree not to submit false, dummy, or test data for live commercial transactions.
• 8.4 No Tax Advice & Indemnification: The Service is provided as a technological tool only and does not constitute professional tax, accounting, or legal advice. You are solely responsible for calculating, collecting, and remitting the correct taxes to the appropriate authorities. You agree to indemnify and hold the Company harmless from any claims, fines, or penalties imposed by tax authorities arising from your misuse of the Service or misrepresentation of your business details.

9. DATA PROTECTION AND SECURITY COMPLIANCE

• 9.1 Role of Parties: You agree that for the purposes of applicable data privacy laws, You are the "Data Controller" (owner of the data) and the Company is the "Data Processor" (service provider). We process your data solely to provide the Service and in accordance with your instructions.
• 9.2 Handling of Sensitive Cryptographic Keys: You acknowledge that to facilitate government integrations, the Service may generate and store sensitive cryptographic materials on your behalf, including Private Keys, CSIDs, and Secrets.
  • Encryption: The Company warrants that such sensitive data is stored using industry-standard encryption (at rest and in transit).
  • Access: We do not access or use these keys for any purpose other than signing your documents as required by regulatory protocols.
• 9.3 Security and Hacking Disclaimer: While we implement advanced security measures (including firewalls, encryption, and access controls) to protect your data, you acknowledge that no method of transmission over the Internet or electronic storage is 100% secure.
  
  Liability Waiver: The Company shall not be liable for any data breach, unauthorized access, hacking, or loss of data that occurs due to sophisticated cyber-attacks that bypass standard security protocols, vulnerabilities in third-party libraries, infrastructure, or cloud providers, or your failure to secure your own devices, networks, or passwords.

11. LOCAL AGENT, DESKTOP SOFTWARE, AND OFFLINE OPERATIONS

• 11.1 Responsibility for Local Environment: To facilitate B2C offline signing and compliance, specific components (including the "Local Agent" and "Update Launcher") are installed on your local hardware. You acknowledge that the security and maintenance of your local hardware and operating system are solely your responsibility. The Company does not control your local environment. We shall not be liable for system crashes, conflicts, or data loss caused by viruses, malware, or third-party software on your device.
• 11.2 Local Storage of Private Keys: You understand that the Local Agent stores sensitive Private Keys and CSIDs directly on your machine to enable offline signing. The Company explicitly disclaims any liability for the theft, loss, or misuse of these keys resulting from a security breach of your local device set (e.g., hacking, ransomware, or physical theft). You represent that you have installed adequate antivirus and firewall protection.
• 11.3 Automatic Updates: You agree to allow the "Launcher" to automatically update the Agent. The Company shall not be liable for compliance failures arising from your use of an outdated, modified, or blocked version of the Local Agent.
• 11.4 Technical Architecture and Secure SQL Storage: Our environment is built using high-performance Python architecture utilizing secure SQL database infrastructures. You acknowledge that sensitive cryptographic materials, including CSIDs, Private Keys, and Digital Signatures, are stored securely within these local/private SQL instances. This decentralized approach ensures that your legal signing keys remain under your infrastructure's control while being protected by professional-grade encryption managed by our Python-based security layer.

12. INVOICE INTEGRITY, PRINTING, AND REPORTING TIMELINES

• 12.1 Tampering and External Modification: The Service generates cryptographically signed XML/PDF invoices. You agree NOT to modify, alter, or edit any invoice (or its underlying XML) using external software after it has been generated by the Service. Any modification to a signed invoice breaks the cryptographic signature and renders the invoice invalid/illegal. The Company bears no responsibility for legal consequences arising from tampered invoices.
• 12.2 Hash Chain and Deletion Policy: Relevant tax regulations often require a continuous "Hash Chain". You acknowledge that deleting an invoice from the system may break this cryptographic chain, causing all subsequent invoices to fail validation. The Company is not liable for technical errors or compliance audits triggered by your deletion of invoices or manipulation of the invoice sequence.
• 12.3 Printing and Physical Security: You are solely responsible for ensuring that the printed document matches the latest signed version. You assume full responsibility for the physical security of printed invoices.
• 12.4 Reporting Rule: In jurisdictions requiring authority reporting (such as B2C invoices issued offline), it is your absolute duty to ensure your device connects to the internet as required by local law (e.g., every 24 hours) to allow the Service to sync data. THE COMPANY SHALL NOT BE LIABLE FOR ANY FINES OR PENALTIES IMPOSED BY AUTHORITIES IF DATA IS NOT REPORTED ON TIME.

13. DATA RETENTION, ARCHIVING, AND BACKUP POLICY

• 13.1 Nature of Storage: The Service stores your invoice data to facilitate the operation of the POS system. However, the Service is NOT intended to be a permanent, fail-safe digital archive or a substitute for your own mandatory business record-keeping.
• 13.2 Merchant’s Responsibility to Backup: You acknowledge that tax regulations may require you to retain invoices for several years. You agree to perform regular backups of your Transaction Data by using the "Export" features. The Company shall not be liable for the loss of historical data, compliance failures, or fines resulting from your failure to maintain your own independent backups.
• 13.3 Data Corruption and File Integrity: In the event that specific files become corrupted, unreadable, or lost, the Company’s liability is limited to attempting to restore the data from the latest available system backup. We do not guarantee that every single record can be recovered, and we accept no liability for any financial loss caused by such data corruption.
• 13.4 Data Retention Period: The Company reserves the right to delete Transaction Data that is older than a specific period (e.g., 2 years) or data belonging to inactive/terminated accounts, to optimize server performance. It is your duty to export data before such deletions occur.

14. THIRD-PARTY SERVICES AND INTEGRATIONS

• 14.1 Use of Third-Party Providers: The Service integrates with various third-party software and services ("Third-Party Providers"). You acknowledge that the Company has no control over the uptime, availability, or technical performance of these Third-Party Providers.
• 14.2 Payment Processing: Financial transactions are handled by third-party processors such as Stripe. By using these features, you agree to be bound by the applicable Service Agreement of the payment processor. The Company is not a bank and is not liable for any errors, transaction failures, or account freezing caused by the Payment Processor.
• 14.3 Communication Services: We use third-party providers to deliver emails and SMS. Delivery is not guaranteed. You agree not to use the Service to send spam.
• 14.4 Right to Change Providers: The Company reserves the right to change, replace, or remove any Third-Party Provider at any time.

15. SUPPORT SERVICES AND AI DISCLAIMER

• 15.1 AI-Powered Assistance: You acknowledge that the initial support provided via our Live Chat widgets is generated by Artificial Intelligence (AI). The Company does not guarantee the accuracy, completeness, or safety of responses generated by the AI. You agree that any technical advice is for informational purposes only.
• 15.2 Human Escalation: If the AI cannot resolve your issue, the conversation may be transferred to a human agent. By using the support service, you consent to the processing and summarization of your chat logs by our AI models.
• 15.3 Quality Assurance: We reserve the right to monitor, record, and review all support interactions for quality assurance.
• 15.4 Zero Tolerance for Abuse: We maintain a zero-tolerance policy regarding harassment. Violation of this policy may result in the immediate suspension of your support privileges or termination of your account.

16. LIVE SCREEN SHARING AND AUDIO SUPPORT

16.1 Nature of Service: The Service may offer a "Live Screen Share" feature. This interaction allows the Support Agent to view your computer screen and communicate via audio only. Your face will not be visible.

16.4 Screen Privacy and Liability: It is your sole responsibility to close all personal, confidential, or sensitive files BEFORE granting screen access. You agree that the Company and its Agents are NOT liable for any accidental exposure of private information.

17. ON-SITE PHYSICAL SUPPORT VISITS

• 17.2 "NO PASSWORD SHARING" POLICY (CRITICAL): For your security, our Field Agents are strictly prohibited from asking for your passwords. You must physically type your password yourself. If you voluntarily share your password with a Field Agent, you do so at your own risk.
• 17.3 Mandatory Supervision: You must remain physically present with the Field Agent at all times. The Company is not liable for any claims of missing cash, inventory theft, or physical property damage if the Agent was left unsupervised.

18. OFFICIAL COMMUNICATIONS AND ANTI-PHISHING POLICY

• 18.1 Official Channels Only: The Company communicates with you strictly through our official email domains (e.g., @zocopos.com) and verified notification channels.
• 18.2 No Password Requests via Email: WE WILL NEVER ASK FOR YOUR PASSWORD OR FULL CREDIT CARD NUMBER VIA EMAIL, SMS, OR WHATSAPP.
• 18.3 Liability for Phishing and Fraud: The Company shall not be liable for any financial loss, data breach, or account compromise resulting from your interaction with fraudulent emails, fake websites, or unauthorized third parties pretending to be Zoco POS.

19. AUTHORIZED DOMAINS, EXCLUSIVE PAYMENT CHANNELS, AND ANTI-FRAUD POLICY

19.1 The "Official Domain" Whitelist: You acknowledge that the Service is legally operated, hosted, and managed ONLY on the following domain and its direct subdomains:

• Main Domain: zocopos.com
• Subdomains: *.zocopos.com (e.g., pos.zocopos.com, employee.zocopos.com, api.zocopos.com).

WARNING: Any website that does not strictly match this domain structure is unauthorized and potentially fraudulent.

19.2 Exclusive Payment Method: All subscription fees must be processed STRICTLY AND EXCLUSIVELY through the automated Subscription Portal within the official Zoco POS Dashboard (zocopos.com).

19.5 Liability for Off-Platform Transactions: The Company cannot track or verify payments made outside of our official system. If you hand over cash to an individual or transfer funds to a personal bank account, THE COMPANY SHALL NOT BE LIABLE FOR ANY FINANCIAL LOSS.

20. PUBLIC DATA AND PROFILE VISIBILITY

You explicitly acknowledge that "Public Data" (Shop Name, Profile Image, Public Address) is intended for public identification and is non-confidential. The Company shall not be liable if third parties misuse public data displayed on invoices or verification links.

21. PROHIBITED CONTENT AND FILE RESTRICTIONS

You agree NOT to upload any image, logo, or name that infringes copyrights or impersonates brands. You are strictly prohibited from uploading unsupported or malicious files. The Company reserves the right to remove non-compliant content and suspend accounts.

22. THE "MAGIC" SYSTEM AND SHARED PRODUCT DATABASE

22.1 Functionality: The "Magic API" utilizes AI and third-party databases to automatically populate product details.

22.2 Contribution to Global Database: By using the Service, you grant the Company a license to use Product Metadata (Barcodes, Item Names, Images) to build a Master Database. Private Data (Costs, Sales Volume) remains confidential.

23. SALES AGENTS, DATA COLLECTION, AND CONDUCT

Authorized Sales Agents may assist with onboarding but are strictly prohibited from handling, viewing, or entering your banking credentials. You must enter payment details yourself.

24. AFFILIATE MARKETERS AND SETUP RESTRICTIONS

"Affiliate Marketers" are limited to lead generation and are NOT authorized to perform technical setup or installations. If you allow an Affiliate Marketer to configure your system, you do so at your own risk.

25. CUSTOM ROLES, EMPLOYEE PERMISSIONS, AND INTERNAL SECURITY

25.1 Granular Control: Defining user roles is your responsibility. The Company is not liable for data loss caused by excessive privileges you grant to your staff.

25.3 Vicarious Liability: You are fully legally responsible for ALL activities performed by users logged into your account.