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ZenPass Terms of Services

1. Welcome to ZenPass!

Welcome to ZenPass! These Terms of Service ("Terms") govern your use of ZenPass, including our website, software, apps, and services (collectively, the "Platform"). By using ZenPass, you agree to comply with these Terms. If you do not agree, please do not use ZenPass.
When we refer to "ZenPass," "we," "us," or "our," we mean ZENPASS LTD and its affiliated entities. If you have any questions, please contact us at contact@zen-pass.com.

1.1 Key Definitions

ZenPass – Refers to ZENPASS LTD and its affiliated entities, including its website, software, apps, and services (collectively, the "Platform").
Platform – The suite of tools, services, and features provided by ZenPass, including but not limited to Business Software, Practitioner Landing Pages, Unique Checkouts.
Business Software – The tools offered by ZenPass that enable Practitioners to manage their practice, including scheduling, payments, client management, and communication features.
Practitioner – A ZenPass user offering health & wellness services to clients via the ZenPass platform, including independent coaches, trainers, therapists, and other professionals.
Your Client – A client imported or newly added by a Practitioner. Only available to GROW & PRO Plan subscribers.
ZenPass Client – An End User who books a service from a Practitioner on the FREE plan. All clients associated with Starter Plan users are classified as ZenPass Clients by default and are subject to ZenPass’s Data Control in accordance with the Privacy Policy and Data Processing Addendum (DPA).
Landing Page – A customizable webpage created by Practitioners on ZenPass to showcase their services, offerings, and allow client bookings.
Checkout Link – A unique payment link generated by ZenPass that enables clients to purchase services directly from Practitioners.
Subscription Plans – The different tiers of service offered by ZenPass, including:
1. Starter Plan – Free-tier with limited features and subject to Platform Fees.
2. GROW Plan – Paid plan with enhanced features and no Platform Fees.
3. PRO Plan – Highest-tier paid plan with full access to ZenPass features and no Platform Fees.
Platform Fees – A percentage-based fee applied to Starter Plan users on each successful transaction through ZenPass. GROW & PRO Plan users are exempt from Platform Fees.
Processing Fees – A fee charged by Stripe, ZenPass’s designated payment processor, on all transactions processed through the platform.
End Users – A collective term for Profile Visitors, New Clients, and Imported Clients engaging with ZenPass services.
Privacy Notice & Data Processing Addendum (DPA) – Legal policies that outline how ZenPass collects, processes, and protects personal data, ensuring compliance with GDPR and other privacy regulations

1.2 Business Software

ZenPass provides a Business Software, a suite of tools enabling Practitioners to manage their practice, including unique booking links, scheduling, payments, client management, and communication features. ZenPass processes Practitioner Client data solely to provide the Business Software and facilitate transactions.
These Terms of Service ("Agreement") apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.

The English language version of this Agreement and any notice or other document relating to this Agreement shall prevail if there is a conflict.

2. Changes to These Terms

ZenPass continuously improves its services. We may modify these Terms from time to time to reflect business updates, regulatory changes, or to enhance our Platform. If we make significant changes, we will notify you in advance. Your continued use of ZenPass after any changes constitute acceptance of the updated Terms.

3. Your Account

To create an account and become a ZenPass user, you must be at least 18. If you’re creating an account on behalf of someone else, you must have their permission to do so. You’re responsible for your account and ensuring it is only used in a lawful manner.

When you create an account, you agree to comply with these Terms and that you’re over 18 and legally able to enter these Terms with us. You must provide us with accurate info about yourself — if anything changes, please let us know so we can update your details.

If you’re using ZenPass on behalf of a business or individual, you confirm that you’re authorized by them to agree to these Terms on their behalf. You’re responsible for anything that happens to your account, so keep your login details and password safe and don’t share them with anyone.

If you think your account has been compromised, please contact us immediately. You must not assign or transfer your account to someone else or use your account (or allow it to be used by anyone) in a way which in our reasonable opinion, causes damage to ZenPass or our reputation, or infringes another’s rights or applicable laws and regulations.

3.1 Account Access
In some cases, it is necessary for applicable ZenPass full time employees or contractors, on a strict as-need basis, to access your account and content in order to diagnose a problem or to respond to your support requests. When you contact our support teams, please note that it is implied that you are allowing ZenPass employees or contractors to access your account, if necessary, as part of responding to your request. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support teams and those requests will be honored to the extent possible.

4. Your Username

When you create a ZenPass Business Account, you’ll need to choose a suitable username that respects everyone’s rights. We understand your username holds significance, but it must also be appropriate for all users and avoid infringing on anyone’s rights, including intellectual property (IP) rights like copyright and trademarks. You can’t use someone else’s name, like a celebrity or brand, or pick a username that’s offensive, vulgar, or unrelated just to profit from it later (referred to as “Domain Squatting”).

If any issues arise with your username, we’ll assess the situation fairly and may ask you to change it (it might be reassigned too). If you decline, we may suspend or terminate your account.

5. Managing Your Plan

You can sign up to ZenPass on a free or paid plan and cancel at any time. Your plan will start when you accept these Terms and continue until you cancel it. If you cancel a paid plan it will ordinarily continue until the end of your current billing cycle and then automatically convert to a free plan. To cancel, visit the billing page in your Account Settings.

To the extent permitted by applicable law, subscription payments are non-refundable. But we know that sometimes your requirements may change. So, if you’ve selected a paid plan, but cancel within 48 hours, we may make an exception (please email us at contact@zen-pass.com).

6. Your Content

We love the variety of content that our users post on their ZenPass Landing Pages! However, we want to ensure that everyone who visits the Platform can do so safely – that’s why we have our Community Standards. These standards set out what content is and isn’t allowed on ZenPass, so please make sure you follow them, otherwise we may suspend or permanently remove your account.

When we talk about your “content”, we mean the text, graphics, videos, links, products and any other materials you add to your ZenPass profile. You’re responsible for your content and you warrant that:

The content you post is yours, or if you’re using third-party materials, you have the necessary rights to share them on ZenPass (and allow us to use them as per these Terms)

Your content will not infringe on anyone’s privacy, publicity, intellectual property, or any other rights.

Your content is accurate and honest: it shouldn’t be misleading, deceptive, or violate any laws, and it shouldn’t harm our reputation.

Your content is free from harmful elements like viruses or disruptive code that could damage the Platform or other systems.

Your content doesn’t contain automated collection tools: don’t use scripts or scraping tools to gather information from profiles or the Platform.

You will refrain from posting unauthorized ads, solicitations, or endorsements on ZenPass.

Your content aligns with our Community Standards.

Please don’t share personal info on your ZenPass Landing Page that you don’t want visible to the world. Never post social security numbers, passport details or similar info that could cause harm in the wrong hands. You may only post another person’s personal information where you have their consent and have kept a record of it. We don’t have to monitor the accuracy, reliability or legality of your content, but we may choose to do so.

We may modify, remove or restrict access to content at any time in line with these Terms or apply a sensitive content warning to content that we deem unsuitable for all audiences.

Since laws and regulations can differ across the countries we operate in, we might ban content that is considered legal in some regions but not others. We reserve the right to take appropriate steps to keep ZenPass safe, including content removal or access restriction.

7. Suspension or cancellation of your Account

If you don’t follow these Terms, or Community Standards or any other linked policies we might need to suspend or cancel your account, or take other action regarding your account or adjust how the Platform works for you. For example, if you miss paying your subscription fees on time, we could switch your paid plan to a free one with fewer features. If you misuse some of the ZenPass features, we could remove access to those features for you.

The steps we take will depend on the nature of the non-compliance. In some cases, we might not resort to suspending or canceling your account. However, if there’s a repeated or significant non-compliance, we’re more likely to consider those measures. In the event that we do suspend or cancel your account, we usually aim to notify you beforehand, although we’re not obligated to do so.

Please be aware that you won’t receive a refund for any subscription fees paid in advance. We won’t be responsible for any content that is lost as a result of your account being suspended, canceled or downgraded to a free account (including where functionality that you previously had under a paid account is lost).

If you believe your account was mistakenly canceled or if you encounter issues with these Terms or the Platform, please get in touch with us at contact@zen-pass.com.

8. Your responsibility for your Profile Visitors and Clients

You are responsible for your Profile Visitors, New Clients & Imported Clients who purchase goods or services through your ZenPass Landing Page & ZenPass Checkout Link – collectively known as “End Users.” You bear the sole responsibility for (i) how End Users engage with your profile and content, and (ii) ensuring compliance with all applicable laws concerning your End Users and transactions conducted between you and End Users via your ZenPass links. ZenPass is not responsible for any products or services advertised or sold via ZenPass.

9. Feedback

We love hearing your ideas on how we can make ZenPass even better! Sometimes, we may make “beta” functionality available to you and seek your feedback. Keep in mind that if you share feedback with us, we’re free to use it however we like, without payment to you (or to not use it at all). We may from time to time make certain functionality of the Platform available to you in “beta” (or similar).

You acknowledge that we are still evaluating and testing such beta functionality and it may not be as reliable as other parts of the Platform.

10. Electronic Communications

For contractual purposes, you:
(a) Consent to receive communications from ZenPass in electronic form including but not limited to email, SMS, WhatsApp messages, and direct messages on Instagram; and
(b) Acknowledge and agree that all Terms of Use, agreements, notices, disclosures, and other communications that ZenPass provides to you electronically satisfy any legal requirement that such communications would satisfy if they were provided in writing.
This consent does not affect any non-waivable legal rights you may have.
ZenPass may also use your provided email address and phone number to send you service updates, promotional offers, and other relevant information about ZenPass. You may opt out of receiving promotional emails at any time by adjusting your account settings or contacting us at contact@zen-pass.com.
Please note that opting out of promotional communications does not affect the receipt of essential account-related notifications or other legally required communications.

11. Our Platform

We, as the owners of the Platform, grant you a limited right to use it for sharing content and interacting with other users’ content. However, please note that we are not responsible for any content, products, or services made available through other users’ profiles. All rights, including Intellectual Property (IP) Rights, related to the Platform (excluding your content) (referred to as “ZenPass IP”), are exclusively owned by ZenPass LTD or our licensors. You do not acquire any rights in the ZenPass IP, and you are not allowed to use it, including our brand name or logo, for any purpose without our prior written approval, such as implying a partnership or endorsement from ZenPass.

As a user, we grant you a limited, revocable, non-exclusive, and non-transferable right to use the Platform for creating, displaying, using, playing, and uploading offerings & content in accordance with these Terms.

If we provide you with images, icons, themes, fonts, videos, graphics, or other content, please only use them on your profile and in line with any guidelines we make available to you. Please don’t remove, hide, or alter any proprietary notices or trademarks on the Platform.

Copying, reproducing, distributing, licensing, selling, reselling, modifying, translating, disassembling, decompiling, decrypting, reverse-engineering, or attempting to derive the source code of the Platform or any part of it is strictly prohibited.

When you visit ZenPass Profiles as a “profile visitor,” we grant you a limited, non-exclusive, and non-transferable right to view and interact with the Platform through ZenPass profiles. To the extent allowed by law, we are not responsible for any opinions, advice, statements, products, services, offers, or other content posted by other users on their profiles.

12. Fees and Payment

Subscription Fees:

If you’ve chosen a paid plan, ZenPass GROW or ZenPass PRO, make sure to pay subscription fees on time. These fees are usually in GBP and include transactional taxes like VAT, unless otherwise specified. Subscription fees are billed in advance on a recurring basis, depending on whether you’ve selected a monthly or annual billing cycle. At the end of each billing cycle, your paid plan will automatically renew under the updated Terms, unless you decide to cancel. When you sign up, provide accurate billing details and a valid payment method (like a credit card), ZenPass uses Stripe as its designated payment processor for handling transactions. This authorization allows us to charge the applicable fees. In case of automatic billing failure, you’ll receive an online notification that needs to be settled within the specified timeframe.

Free Trial:

ZenPass may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by ZenPass until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice,ZenPass reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

ZenPass Platform Fees:

When you are on the ZenPass Starter Plan, there is a percentage-based platform fee applied to each booking. These fees vary based on your chosen plan and are outlined on our pricing page. If platform fees apply, they will be deducted from the transaction amount before it’s credited to you. Keep in mind that you’re responsible for any external fees, taxes (including withholding taxes), and income taxes linked to payments received through the Platform.

Here is a recap of our current Platform Fees (inclusive of VAT):
The platform fee covers the use of ZenPass platform and is a percentage of successfully processed commerce payments. We calculate your platform fee based on the Listing Type:

ZenPass deducts a platform fee of 5% from each booking of a Class or Event.
A platform fee of 10% is deducted from each booking of a Private Session.
A platform fee of 15% is deducted from each booking of a Studio Hire.
A platform fee of 20% is deducted from each booking of a Corporate Event.

All GROW and PRO Plan Members shall not be subject to Platform Fees, except in cases where they downgrade to the Starter Plan or fail to remit their subscription payment as required.

Processing Fees:

Transactions on ZenPass are facilitated by external payment processing service Stripe which entails a processing fee. Each payment processor has its own set of fees, terms, and conditions that you should review, accept, and adhere to. These terms may change over time and it is your responsibility to review these changes. The processing fees are deducted from the transaction proceeds prior to your receipt. It’s important to note that ZenPass is not accountable for these specific fees.

ZenPass retains a fixed fee to cover Stripe Processing & Payout Fees of your account, that varies depending on your platform subscription plan:
Starter Plan: 2.9% + 0.30 GBP per transaction
GROW Plan: 2% + 0.30 GBP per transaction
PRO Plan: TBD

Conversion Fee: An additional 1% will be retained if a payout needs to be done in a different currency than the one of the end user's payment.

If you believe there is a discrepancy in your payments or invoices, you must contact Zenpass within 30 days of receiving the disputed invoice or payment notification. After this period, no claims regarding discrepancies will be accepted, and you are deemed to have waived your right to dispute the invoice or payment.

Changes in Fees and Advance Notice:

We may periodically adjust subscription, transaction or processing fees. If any changes are made, we will provide prior notice, typically at least one month in advance. If you’re not in agreement with the updated fees, you have the option to cancel your plan before the next billing cycle begins.

13. Receiving Payouts

For ZenPass Starter Plan:

Private Sessions: Payments shall be processed on the first Monday immediately following the completion of the session.
Classes & Events: Payments shall be processed on a weekly basis, every Monday, and deposited into the Member’s designated Stripe account.

For ZenPass GROW & PRO Plans:

Payouts for all offerings shall be processed immediately into the Member’s designated Stripe account, as the Member retains ownership of the terms and conditions governing their services and content.

Payouts Errors

If you believe that a payment has been erroneously processed, you must notify Zenpass in writing within 30 days of the payment date detailing the nature of the error and the amount in dispute ("Payment Error Notice" If Zenpass does not receive a Payment Error Notice within this 30-day period, the payment will be deemed accurate and final.

14. Refund and Cancellation Policy

Applicable to the Starter Plan Only

14.1. Starter Plan Coverage: The following terms (“Policy”) govern refunds, cancellations, and related penalties solely for Users (both Practitioners and Customers) participating in the ZenPass Starter Plan.

14.2 Customer Cancellations and Refunds
2.1. Studio Hire & Private Sessions
Advance Cancellation (more than 24 hours prior): Customers are entitled to a full refund. ZenPass will process this refund on behalf of the Practitioners.
Late Cancellation (within 24 hours of the service): No refund is required. The Customer bears the cost for the last-minute cancellation.

2.2. Events & Classes
Non-Refundable by Default: Events & Classes are generally non-refundable.

14.3 Provider Cancellations and Penalties
3.1. Studio Hire and Private Sessions
Cancellation More Than 48 Hours in Advance: Customers receive a full refund. Providers are debited only for payment processing fees incurred.
Cancellation Within 48 Hours of the Scheduled Service: Customers receive a full refund.Providers are debited the sum of the ZenPass booking fee and any payment processing fees, multiplied by the number of affected bookings.

3.2. Events & Classes
Cancellation After Bookings & Payments:
ZenPass will issue full refunds to all affected Customers.
ZenPass will debit the Provider’s Stripe account to recover any pre-event payments disbursed, plus relevant payment processing fees and ZenPass booking fees, multiplied by the number of affected bookings.

GROW and PRO Plans
Refunds and cancellation policies for GROW and PRO Plans are determined and managed solely by the individual practitioners. Any inquiries, disputes, or obligations concerning refunds and cancellations under these plans must be addressed directly with the practitioner.

15. Tax requirements

You are responsible for your obligations under applicable tax laws in the territory where you are promoting products or services, if you choose to monetize your ZenPass. If you fail to comply with your local legal requirements, ZenPass takes no responsibility for any losses suffered by you.

The Subscriptions & Platform Fees charged under this Agreement do include UK VAT. Zenpass is registered for VAT in the UK with VAT Number 468280366.

You are responsible for paying all Taxes associated with your transactions under this Agreement. Should ZenPass be legally required to pay or collect Taxes on your behalf, these will be invoiced to you and you are obliged to pay that amount. This does not include any taxes assessed against Zenpass based on its income. Additionally, Zenpass may report certain transaction details to tax authorities as legally required.

Undisclosed Agent/Commissionaire Arrangement

For the purposes of Value-Added Tax (VAT) compliance and other applicable tax regulations, the following provisions govern transactions facilitated through the ZenPass platform:

1. Service Provider’s Responsibilities

As a Service Provider, you are solely responsible for charging, accounting for, and remitting VAT on the full value of the services provided to your customers, in accordance with applicable tax laws.
ZenPass shall issue a confirmation email detailing the breakdown of the transaction, including the VAT amount (if you are VAT-registered), to assist with invoicing compliance. This confirmation email shall serve as the official record of the transaction, including VAT details.
For Starter Plan Members: At the end of each month, ZenPass will issue a Statement of Balance along with a Platform Fees Invoice outlining any applicable platform charges.
For GROW & PRO Plan Members: ZenPass will issue only the Statement of Balance, as the Subscription Fee invoice will be automatically generated and issued upon payment.

2. ZenPass’s Responsibilities

ZenPass, acting as an undisclosed agent, shall issue invoices to customers and collect payments on behalf of Service Providers.
The invoice issued to customers shall reflect the full service price, inclusive of VAT where applicable, if the Practitioner is a VAT-registered entity.
ZenPass shall deduct its commission from the total amount collected and remit the remaining balance to the Practitioner in accordance with the applicable payout schedule.

This arrangement ensures compliance with VAT and tax obligations while streamlining the invoicing and payment processes for Practitioners utilizing the ZenPass platform.

16. Privacy

At ZenPass, safeguarding your privacy and that of our Clients & your Clients is our priority. Our Privacy Notice outlines how we handle your personal data for our internal purposes. Additionally, our Data Processing Addendum (DPA), which can be found in our Legal & Policy Center and is included in these Terms, defines your obligations (and ours) regarding the privacy rights of our Clients and your Clients to your ZenPass Profile and Checkouts. By creating your account, you confirm that if the DPA applies to you, you’ve read, understood, and consented to it. To learn about our cookie usage, refer to our Cookie Policy.

All data, including any intellectual property rights associated with it, that either we or the Platform generate from your use (or the use of profile visitors or other users) of the Platform or content (“Data”) will be owned by ZenPass. As part of the service offered on the Platform, we might provide you with Data or visual representations of it, which we refer to as “Data Analytics.” While we make no warranties about the accuracy or completeness of the Data Analytics, we do our very best to ensure they are as accurate and complete as possible.

17. Confidentiality

From time to time, we may share information with you that is confidential (e.g. we may reveal new and upcoming features to you if you take part in beta testing with us). If we share any confidential info with you, about Zenpass Platform, you must keep it secret and secure. You must also use reasonable measures to prevent others from accessing it. If you are participating in a Beta trial, and there is information we are comfortable with you sharing publicly as part of your participation, we will make that known to you.

18. Indemnification

You agree to indemnify, defend and hold harmless Green Patch Inc., its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

19. Liability

We want to clarify that we are not responsible for how you use the Platform, and it’s crucial that you maintain backups of your own offerings & content. We are not liable for any damages resulting from actions such as downloading, installing, or utilizing the Platform, or even copying, distributing, or downloading content from it. It’s on you to ensure your data, content, and devices are adequately protected and backed up while using the Platform.

You agree to protect us from any losses that arise if you breach these Terms or if a third party raises a claim against us related to your content. Neither of us will be liable for indirect, punitive, special, incidental, or consequential damages. These might include losses in business, revenue, profits, privacy, data, goodwill, or other economic benefits. This applies whether the issue stems from a contract breach, negligence, or any other cause—even if we were aware of the potential for such damages.

Our liability to you under these Terms or related to the Platform will not go beyond the greater of the fees you paid us in the 12 month period before the liability emerged, or £266.64.

20. Disclaimers

We want to make a few important disclaimers within these terms. When you use ZenPass and explore any offerings & content on the Platform, you’re doing so at your own risk. The Platform is provided to you “AS IS” and “AS AVAILABLE”, without any warranties of any kind, whether they’re express or implied, including (but not limited to), up-time or availability, or any implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

ZenPass, its affiliates and its licensors do not make any express or implied warranties or representations, including that:

the Platform will function uninterrupted, securely or be available at any time or place;
any errors or defects will be corrected;
the Platform is free of viruses or other harmful components;
the Platform is effective or the results of using the Platform will meet your needs; or
any offerings or content on the Platform (including any user content) is complete, accurate, reliable, suitable or available for any purpose.

These Terms apply to the maximum extent permitted by law and nothing in them is intended to exclude, restrict or modify legal rights that you may have, which cannot be excluded, restricted or modified by contract. If these Terms are governed by the UK Consumer Law, our liability to you for not complying with a consumer guarantee is limited to re-supply of the services or payment.

21. Third Party Services

ZenPass collaborates with various third-party products and services. We may provide access to specific third-party features or services within the Platform, such as a payment portal or an online store. Unless explicitly stated otherwise, we do not endorse or make any warranties about any third-party products or services, nor do we offer refunds for payments made to third parties. Your use of any third-party product or service may be subject to separate terms and conditions, which you are responsible for reviewing, accepting, and complying with. Failure to accept or adhere to these third-party terms may result in the suspension, cancellation, or limitation of your account or access to these services on our Platform.

If we are required to display specific third-party terms on our website, you can find them at the bottom of this page. Additionally, our Privacy Policy includes a list of our subprocessors.

22. Dispute Resolution and Governing Law

22.1 Disputes Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms of Service, or the breach, termination, or validity thereof, shall be settled by arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its rules.

23.2 Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles.

Any questions or comments? Please reach out to contact@zen-pass.com