Effective Date: 01 Jan 2025

Last Updated: 29 Mar 2026

These Terms of Service (“Terms”) govern your use of services provided by ZOPPLY, a brand of ExclusivePixel, Lda., a company registered in Portugal (“ZOPPLY”, “we”, “us”, or “our”). By engaging ZOPPLY for any services, you (“Client”, “you”, or “your”) agree to be bound by these Terms.

1. ACCEPTANCE OF TERMS

By signing a Service Agreement, submitting a purchase order, making payment, or using any ZOPPLY services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any Service Agreement or Statement of Work entered into between you and ZOPPLY.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or by posting on our website at least thirty (30) days before such changes take effect. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.

2. DESCRIPTION OF SERVICES

2.1 Services Offered

ZOPPLY provides AI-powered business automation services, digital presence solutions, and related consulting services (“Services”), including but not limited to:

Automation Products:

• Invoice and cash flow automation
• Lead capture and nurture systems.
• AI customer support assistants.
• Smart appointment systems.
• Social media management automation.
• Voice AI agents.
• Document automation.
• Marketing automation.
• Data synchronisation and integration.
• Reporting and analytics dashboards.

Foundation Products:

• Business digital suite. (websites, hosting, maintenance)
• Professional email and CRM setup.
• Brand identity packages.

Virtual Team Services:

• Virtual marketing department.
• Automation maintenance and optimisation.
• Fractional Chief Automation Officer services.

2.2 Service Delivery Model

ZOPPLY operates on a “done-for-you” service model. We design, build, implement, and maintain automation systems on your behalf. You are not purchasing software licenses; you are engaging ZOPPLY to deliver ongoing managed services.

2.3 Third-Party Platforms

Our Services may utilise third-party platforms, software, and integrations, including but not limited to: CRM systems (HubSpot, Pipedrive, Zoho, Salesforce), accounting software (Xero, QuickBooks), email platforms, calendar systems, communication tools, and AI platforms. Your use of such third-party services is subject to those providers’ terms and conditions.

3. SERVICE AGREEMENTS AND SCOPE

3.1 Service Agreement Required

All Services are provided under a written Service Agreement or Statement of Work (“SOW”) that specifies:

• The specific Services to be provided.
• Setup fees and recurring fees.
• Implementation timeline.
• Scope of work and deliverables.
• Any customisations or special terms.

3.2 Scope Limitations

Each Service includes specific features and functionality as described in the applicable product description and SOW. Services are provided within the defined scope only. Any work beyond the agreed scope constitutes a “Change Request” and may incur additional fees.

3.3 Reasonable Use

Services are provided for reasonable business use. ZOPPLY reserves the right to implement fair use policies, including limits on:

• Number of automation executions per month.
• Email/SMS sending volumes.
• API calls to third-party platforms.
• Data storage capacity.
• Support requests.

Specific limits, where applicable, will be documented in your Service Agreement.

4. FEES, PAYMENT, AND BILLING

4.1 Fee Structure

Services are offered with the following fee structure:

Setup Fees: One-time fees for discovery, design, development, implementation, testing, and training. Setup fees are due as follows:

• 50% upon signing the Service Agreement.
• 50% upon go-live or project completion.

Monthly Fees: Recurring fees for ongoing service delivery, maintenance, monitoring, support, and hosting. Monthly fees are billed in advance on the same day each month.

Annual Payment Option: Clients may elect to pay annually in advance and receive a discount as specified in the Service Agreement (typically 10%).

4.2 Currency and Taxes

All fees are quoted and payable in Euros (€). Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all applicable taxes, except for taxes based on ZOPPLY’s income.

4.3 Payment Terms

• Invoices are due within fourteen (14) days of the invoice date unless otherwise specified.
• For monthly billing, payment is due on the billing date via credit card or bank transfer.
• Late payments incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• ZOPPLY reserves the right to suspend Services for accounts more than thirty (30) days overdue.

4.4 Price Changes

ZOPPLY may increase fees annually by up to 8% upon sixty (60) days’ written notice. Price increases take effect at your next renewal date. Increases exceeding 8% require your written consent or allow you to terminate without penalty.

4.5 Refund Policy

• Setup Fees: Non-refundable once work has commenced. If you cancel before any work begins, setup fees will be refunded less a 10% administrative fee.
• Monthly/Annual Fees: Non-refundable. No refunds or credits are provided for partial months or unused portions of prepaid annual subscriptions.
• Disputes: Fee disputes must be raised in writing within thirty (30) days of the invoice date.

5. CONTRACT TERM AND RENEWAL

5.1 Minimum Commitment

All automation and recurring Services require a minimum commitment of twelve (12) months (“Initial Term”). This minimum commitment reflects the time required to properly implement automation systems and realise measurable results.

5.2 Automatic Renewal

Unless you provide written notice of non-renewal at least sixty (60) days before the end of the Initial Term or any Renewal Term, Services will automatically renew for successive twelve (12) month periods (“Renewal Terms”) at the then-current rates.

5.3 Notice of Non-Renewal

To cancel auto-renewal, you must send a written notice to [email protected] at least sixty (60) days before your renewal date. We will confirm receipt of your non-renewal notice within five (5) business days.

6. EARLY TERMINATION

6.1 Termination by Client

If you wish to terminate Services before the end of your commitment period:

• You must provide written notice to [email protected].
• You will be charged an Early Termination Fee equal to three (3) months of your monthly fees.
• All outstanding invoices become immediately due.
• Services will continue until the effective termination date. (typically 30 days from notice)

6.2 Termination by ZOPPLY

ZOPPLY may terminate Services immediately if:

• You fail to pay fees when due and do not cure within fifteen (15) days of written notice.
• You breach any material term of these Terms or your Service Agreement.
• You become insolvent, file for bankruptcy, or cease business operations.
• Your use of Services violates applicable law or harms ZOPPLY’s reputation.
• Your account is used for fraudulent, illegal, or abusive purposes.

6.3 Effect of Termination

Upon termination:

• Your access to automation systems and dashboards will be disabled.
• We will provide a reasonable opportunity (typically 30 days) to export your data.
• Any custom workflows, automations, or configurations built for you remain ZOPPLY’s property unless otherwise agreed in writing.
• You remain liable for all fees incurred up to the termination date, plus any applicable Early Termination Fees.
• Sections of these Terms that by their nature should survive (including limitations of liability, indemnification, and governing law) will survive termination.

6.4 No Termination for Convenience by ZOPPLY

ZOPPLY will not terminate Services for convenience during your commitment period. We may only terminate for cause as specified above.

7. CLIENT RESPONSIBILITIES

7.1 Accurate Information

You agree to provide accurate, complete, and current information as required for service delivery, including:

• Business contact information.
• Access credentials for third-party platforms.
• Data required for automation configuration.
• Timely responses to requests for information or approvals.

Delays caused by incomplete or inaccurate information may extend implementation timelines and do not relieve you of payment obligations.

7.2 Third-Party Platform Access

You are responsible for:

• Maintaining active subscriptions to required third-party platforms. (CRM, email, accounting software, etc.)
• Providing ZOPPLY with the necessary access permissions.
• Ensuring your third-party accounts remain in good standing.
• Notifying ZOPPLY of any changes to your third-party platform configurations.

ZOPPLY is not responsible for service disruptions caused by issues with your third-party platform.

7.3 Data Accuracy and Legality

You are solely responsible for:

• The accuracy, quality, and legality of all data you provide or that is processed through our Services.
• Ensuring you have all the necessary rights and permissions to use such data.
• Compliance with all applicable data protection laws, including GDPR.
• Obtaining necessary consents from your customers, leads, or contacts for automated communications.

7.4 Compliance with Laws

You agree to use Services only for lawful purposes and in compliance with all applicable laws, including:

• Data protection and privacy laws. (GDPR, etc.)
• Anti-spam regulations. (GDPR, CAN-SPAM, etc.)
• Consumer protection laws.
• Industry-specific regulations applicable to your business.

7.5 Review and Approval

For certain deliverables, ZOPPLY will request your review and approval. You agree to:

• Review deliverables promptly. (within five business days unless otherwise agreed)
• Provide clear, specific feedback.
• Grant final approval before go-live.

Deliverables not reviewed within the specified timeframe may be deemed approved.

8. AI AND AUTOMATION DISCLAIMERS

8.1 Nature of AI Services

Certain Services utilise artificial intelligence, machine learning, and automated decision-making technologies. You acknowledge and agree that:

• AI systems provide suggestions, recommendations, and automated actions based on algorithms and available data.
• AI outputs are not guaranteed to be accurate, complete, or suitable for your specific purposes.
• AI systems may produce unexpected, incorrect, or inconsistent results.
• AI technology is evolving, and system behaviour may change over time.
• Human review and oversight of AI outputs is recommended for critical business decisions.

8.2 No Professional Advice

AI-powered Services do not constitute professional legal, financial, tax, medical, or other regulated advice. Automated responses, recommendations, and content generated by our Services should not be relied upon as substitutes for professional judgment.

8.3 AI Training and Improvement

ZOPPLY may use aggregated, anonymised data from service delivery to improve our AI systems and Services. We will not use your confidential business data to train AI systems without your consent.

8.4 AI Customer Support Disclaimer

If your Services include AI customer support assistants or chatbots:

• The AI will be trained on information you provide, but it may not always respond correctly.
• The AI may occasionally provide inaccurate or incomplete information to your customers.
• You are responsible for configuring appropriate human escalation pathways.
• ZOPPLY is not liable for any harm caused by incorrect AI responses to your customers.

8.5 Voice AI Disclaimer

If your Services include Voice AI agents:

• Call quality depends on telecommunications infrastructure outside ZOPPLY’s control.
• Voice recognition accuracy varies based on accents, background noise, and audio quality.
• Voice AI may misinterpret or incorrectly transcribe spoken information.
• You are responsible for disclosing AI use to callers where required by law.

9. RESULTS AND PERFORMANCE

9.1 No Guaranteed Results

While ZOPPLY strives to deliver Services that provide measurable business value, we do not guarantee specific results, including:

• Time savings.
• Revenue increases.
• Cost reductions.
• Lead generation numbers.
• Customer satisfaction improvements.
• Return on investment. (ROI)

Any projections, estimates, or case studies shared during sales or onboarding are illustrative only and do not guarantee future performance.

9.2 Results Depend on Multiple Factors

Automation effectiveness depends on factors outside ZOPPLY’s control, including:

• Quality and accuracy of your data.
• Consistency of your business processes.
• Adoption and proper use by your team.
• Third-party platform performance.
• Market conditions and customer behaviour.
• Your overall business operations.

9.3 Performance Metrics

Where Services include reporting and analytics, metrics are provided for informational purposes. ZOPPLY does not warrant the accuracy of metrics derived from third-party platforms or your own data.

10. SERVICE LEVELS AND SUPPORT

10.1 Service Availability

ZOPPLY aims to maintain 99.5% uptime for Services under our direct control. This excludes:

• Scheduled maintenance. (with reasonable advance notice)
• Third-party platform outages.
• Circumstances beyond our reasonable control. (see Force Majeure)
• Issues caused by your equipment, software, or internet connection.

10.2 Support Services

Standard support is included with all recurring Services:

• Email support during business hours. (Monday-Friday, 9:00-18:00 Lisbon time)
• Response within one (1) business day for non-urgent requests.
• Response within four (4) hours for critical issues affecting service operation.

Premium support options may be available at an additional cost.

10.3 Maintenance and Updates

ZOPPLY will:

• Monitor automation systems for errors and failures.
• Apply necessary updates and patches.
• Perform routine maintenance to ensure optimal performance.
• Notify you of planned maintenance that may cause service interruption.

10.4 Service Modifications

ZOPPLY may modify Services to:

• Improve functionality or performance.
• Address security vulnerabilities.
• Comply with legal requirements.
• Adapt to changes in third-party platforms.

We will provide reasonable notice of material changes that may affect your use of Services.

11. INTELLECTUAL PROPERTY

11.1 ZOPPLY Intellectual Property

ZOPPLY retains all rights, title, and interest in:

• Our proprietary methodologies, processes, and know-how.
• Automation templates, workflows, and configurations.
• Software, tools, and platforms developed by ZOPPLY.
• Documentation, training materials, and guides.
• The ZOPPLY name, logo, and branding.

11.2 Client Content

You retain ownership of:

• Your business data and customer information.
• Content you create and provide to us. (text, images, logos, etc.)
• Your pre-existing intellectual property.

You grant ZOPPLY a limited, non-exclusive license to use your content solely for the purpose of providing Services.

11.3 Deliverables

Unless otherwise agreed in writing:

• Custom automations, workflows, and integrations built specifically for you are licensed to you for use during the service term.
• Upon termination, you may retain copies of reports, exports, and documentation we provide.
• You may not copy, reverse-engineer, or replicate our automation systems for use outside the Services.

11.4 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by ZOPPLY without obligation or compensation to you.

12. CONFIDENTIALITY

12.1 Confidential Information

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”).

12.2 Permitted Disclosures

Confidential Information may be disclosed:

• To employees, contractors, or agents who need access to perform obligations under these Terms.
• As required by law, regulation, or court order. (with reasonable advance notice where permitted)
• With the disclosing party’s prior written consent.

12.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was known to the receiving party prior to disclosure.
• Is independently developed by the receiving party.
• Is rightfully obtained from a third party without restriction.

12.4 Duration

Confidentiality obligations survive termination of Services for three (3) years.

13. DATA PROTECTION

13.1 Data Processing

Where ZOPPLY processes personal data on your behalf, we act as a Data Processor under GDPR. A Data Processing Agreement (“DPA”) will be provided upon request and forms part of these Terms.

13.2 Your Obligations as Data Controller

As the Data Controller for your business data, you are responsible for:

• Ensuring a lawful basis for processing personal data.
• Providing required privacy notices to data subjects.
• Obtaining necessary consents for automated communications.
• Responding to data subject access requests.
• Reporting data breaches to supervisory authorities where required.

13.3 ZOPPLY’s Data Security

ZOPPLY implements appropriate technical and organisational measures to protect data, including:

• Encryption of data in transit and at rest.
• Access controls and authentication.
• Regular security assessments.
• Employee training on data protection.

13.4 Subprocessors

ZOPPLY may engage subprocessors (including third-party platforms) to deliver Services. A list of subprocessors is available upon request.

13.5 Data Location

Data may be processed in the European Economic Area (EEA) and in other jurisdictions where our third-party platform providers operate. We ensure appropriate safeguards for international data transfers.

14. WARRANTIES AND DISCLAIMERS

14.1 ZOPPLY Warranties

ZOPPLY warrants that:

• Services will be performed in a professional and workmanlike manner.
• We have the right to provide the Services.
• Services will substantially conform to their documentation.

14.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ZOPPLY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY.
• FITNESS FOR A PARTICULAR PURPOSE.
• NON-INFRINGEMENT.
• ACCURACY OR COMPLETENESS OF RESULTS.
• UNINTERRUPTED OR ERROR-FREE OPERATION.

14.3 Third-Party Platforms

ZOPPLY MAKES NO WARRANTIES REGARDING THIRD-PARTY PLATFORMS, SOFTWARE, OR SERVICES INTEGRATED WITH OUR SERVICES. SUCH PLATFORMS ARE PROVIDED SUBJECT TO THEIR OWN TERMS AND WARRANTIES.

14.4 Beta Services

Any Services designated as “beta,” “pilot,” or “preview” are provided without warranty of any kind and may be discontinued at any time.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZOPPLY BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS.
• LOSS OF DATA OR DATA CORRUPTION.
• LOSS OF GOODWILL OR REPUTATION.
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES.

WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ZOPPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

ZOPPLY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ZOPPLY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

15.3 Exceptions

The limitations in this Section do not apply to:

• ZOPPLY’s gross negligence or wilful misconduct.
• ZOPPLY’s breach of confidentiality obligations.
• Either party’s indemnification obligations.

15.4 Essential Purpose

THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL TO THE AGREEMENT AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE FEES CHARGED REFLECT THIS ALLOCATION OF RISK.

16. INDEMNIFICATION

16.1 Client Indemnification

You agree to indemnify, defend, and hold harmless ZOPPLY and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Your breach of these Terms.
• Your violation of any applicable law.
• Your use of Services in a manner not authorised by these Terms.
• Content you provide or data you process through Services.
• Your customers’ claims arising from your use of Services. (including AI-generated communications)
• Any claim that your data or content infringes third-party rights.

16.2 ZOPPLY Indemnification

ZOPPLY will indemnify you against third-party claims that our proprietary technology (excluding third-party platforms) infringes their intellectual property rights, provided:

• You promptly notify us of such claims.
• You allow us to control the defence and settlement.
• You provide reasonable cooperation.

16.3 Indemnification Process

The indemnifying party shall have sole control over the defence and settlement of any claim, provided that no settlement may impose obligations on the indemnified party without consent.

17. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations (except payment obligations) due to circumstances beyond reasonable control, including:

• Natural disasters, acts of God.
• War, terrorism, civil unrest.
• Government actions, embargoes.
• Internet or telecommunications failures.
• Third-party platform outages.
• Pandemic or public health emergency.
• Power outages.

The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

18. DISPUTE RESOLUTION

18.1 Informal Resolution

Before initiating formal proceedings, the parties agree to engage in good-faith negotiations for at least thirty (30) days.

18.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Portugal, without regard to conflict of law principles.

18.3 Jurisdiction

Any disputes arising from these Terms shall be submitted to the exclusive jurisdiction of the courts of Lisbon, Portugal.

18.4 Time Limitation

Any claim arising from these Terms or Services must be filed within one (1) year after the cause of action arises.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms, together with any Service Agreement, SOW, and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.3 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it later.

19.4 Assignment

You may not assign these Terms or any rights hereunder without ZOPPLY’s prior written consent. ZOPPLY may assign these Terms in connection with a merger, acquisition, or sale of assets.

19.5 Notices

Notices must be in writing and sent to:

• To ZOPPLY: [email protected] or the address on our website.
• To Client: The email address on file for your account.

Notices are deemed received upon confirmed delivery or, for email, one business day after sending.

19.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.7 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

19.8 Headings

Section headings are for convenience only and do not affect interpretation.

20. SPECIFIC SERVICE TERMS

20.1 AI Customer Support Services

If your Services include AI customer support:

• You are responsible for providing accurate training data and FAQs.
• You must configure appropriate human escalation for complex issues.
• You must display appropriate disclosures that customers may be interacting with AI, where required by law.
• ZOPPLY is not liable for customer complaints or disputes arising from AI responses.

20.2 Voice AI Services

If your Services include Voice AI:

• You must comply with all applicable telecommunications and call recording laws.
• You must disclose AI use to callers where required by law.
• Call recordings are your property and responsibility to manage.
• ZOPPLY is not liable for missed calls, dropped calls, or transcription errors.

20.3 Marketing Automation Services

If your Services include marketing automation:

• You are solely responsible for compliance with anti-spam laws.
• You warrant that all contacts have provided appropriate consent.
• You are responsible for managing unsubscribes and opt-outs.
• ZOPPLY may suspend Services if your sending practices violate platform policies or harm sender reputation.

20.4 Integration Services

If your Services include integration with third-party platforms:

• You are responsible for maintaining valid subscriptions to those platforms.
• API changes by third parties may temporarily disrupt Services.
• ZOPPLY will use reasonable efforts to adapt to API changes, but is not liable for disruptions caused by third parties.

21. CONTACT INFORMATION

ZOPPLY (ExclusivePixel, Lda.)
Rua José dos Santos Pereira 12, 3ro Dto.
1500-380, Lisbon, Portugal

Email: [email protected]
Website: www.zopply.com

For support inquiries: [email protected]
For legal notices: [email protected]

22. ACKNOWLEDGEMENT

BY USING ZOPPLY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

ZOPPLY — Spark Your Business.

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