Terms of Use

TERMS OF USE
Last updated: 12/02/2026

1. Who we are

These Website Terms of Use (“Terms”) govern your access to and use of:

• the Ekselera website (the “www.ekselera.com”); and
• the Ziffa website (the “www.ziffa.io”);
  together, the “Websites”.

The Websites are operated by Ekselera Ltd, a company registered in Malta with registration number [TBA], VAT number [TBA], with registered address at Fl 4, Palm Crt Blk A, Triq it-Torri, Munxar, Gozo, Malta.
Contact: [email protected].

Important: these Terms apply to the Websites only. Use of the Ziffa software service is governed by the Ziffa SaaS Terms & Conditions and related documents (such as a Data Processing Addendum), which you must accept separately.

2. Acceptance

By accessing or using the Websites, you agree to these Terms. If you do not agree, do not use the Websites.

3. Changes to the Websites and these Terms

We may update the Websites and/or these Terms at any time. Changes take effect when posted. Your continued use indicates acceptance.

4. Intellectual property

All content on the Websites (including text, graphics, branding, logos, UI elements, and underlying code) is owned by or licensed to Ekselera and is protected by intellectual property laws.

You may view and print pages for your internal business use only. You must not copy, reproduce, distribute, modify, reverse engineer, or exploit any content without our written permission.

“Ekselera” and “Ziffa” and associated marks are our trademarks or trade names (registered or unregistered). You must not use them without consent.

5. Prohibited uses

You agree not to:

1. use the Websites unlawfully or in breach of any applicable law;
2. attempt to gain unauthorised access to systems or data;
3. interfere with security, performance, or availability;
4. transmit malware, harmful code, or conduct scanning/scraping that burdens the Websites;
5. use the Websites to send unauthorised marketing or spam;
6. misrepresent your identity or affiliation;
7. use our content to build competing products or to mislead others.

6. Third-party links

The Websites may contain links to third-party sites. We do not control and are not responsible for third-party content, policies, or availability. Access is at your own risk.

7. Disclaimers

The Websites are provided on an “as is” and “as available” basis. To the maximum extent permitted by law:

• we do not warrant accuracy, completeness, or suitability of Website content;
• content is for general information only and is not professional advice;
• we do not guarantee uninterrupted, secure, or error-free operation.

8. Limitation of liability

To the maximum extent permitted by law, Ekselera will not be liable for any loss or damage arising out of or in connection with your use of (or inability to use) the Websites, including indirect or consequential loss, loss of profits, loss of revenue, business interruption, loss of data, or reputational loss.

Where liability cannot be excluded, our total aggregate liability will be limited to €100 (or, if you are a paying customer under a separate written agreement, as stated in that agreement).

Nothing in these Terms limits liability that cannot legally be limited, including liability for fraud or fraudulent misrepresentation, or for death/personal injury caused by negligence.

9. Indemnity

You agree to indemnify and hold harmless Ekselera (including its directors, officers, employees, and contractors) against claims, damages, losses, and expenses arising from your misuse of the Websites or breach of these Terms.

10. Governing law and jurisdiction

These Terms are governed by the laws of Malta. The courts of Malta will have exclusive jurisdiction, subject to any mandatory legal rights that apply.

11. Contact

Questions about these Terms: [email protected]

ZIFFA SAAS TERMS & CONDITIONS
Last updated: 12/02/2026

1. Parties and scope

These Ziffa SaaS Terms & Conditions (“SaaS Terms”) govern access to and use of the Ziffa software-as-a-service platform and related services (“Ziffa” or the “Service”) provided by Ekselera Ltd.

These SaaS Terms apply to business customers (“Customer”, “you”). If you accept these SaaS Terms on behalf of an entity, you confirm you have authority to bind that entity.

2. Definitions

• “Order Form”: a document, online checkout, or written confirmation specifying plan, fees, term, and scope.
• “Authorised Users”: individuals permitted by Customer to use the Service.
• “Customer Data”: data, files, documents, and content submitted to the Service by or on behalf of Customer (including personal data).
• “Documentation”: user guides, knowledge base materials, and instructions we provide.
• “Sub-processor”: a processor engaged by Ekselera to assist in providing the Service.

3. Order of precedence

If there is a conflict: (1) Order Form, (2) these SaaS Terms, (3) the Data Processing Addendum (for non-data matters only).
For data protection matters, the Data Processing Addendum prevails.

4. Licence grant

During the Subscription Term (defined below) and subject to payment and compliance, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer’s internal business purposes.

5. Restrictions

Customer must not (and must not allow others to):

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer or attempt to extract source code (except where mandatory law allows);
• circumvent security, access controls, or usage limits;
• use the Service to build or benchmark competing products in a way that exposes our confidential or proprietary information;
• use the Service for unlawful, harmful, or abusive activities.

6. Accounts and administration

Customer is responsible for:

• maintaining accurate account details;
• managing Authorised Users, permissions, and access;
• ensuring credentials are kept confidential and not shared;
• all activities under Customer accounts.

Customer must promptly notify us of suspected unauthorised access.

7. Subscription term, fees, invoicing, taxes

7.1 Subscription Term. The Service is provided for the term stated in the Order Form (“Subscription Term”). Subscriptions may auto-renew if stated in the Order Form, unless cancelled in accordance with the notice period stated there.

7.2 Fees. Customer will pay the fees specified in the Order Form.

7.3 Invoicing and payment. Invoices are payable within [14/30] days unless stated otherwise. Late payments may accrue interest at the maximum lawful rate and/or we may suspend access under Clause 12.

7.4 Taxes. Fees are exclusive of VAT and other taxes, which will be charged as applicable.

8. Trials, pilots, and early access (optional)

If Customer is granted a free trial, pilot, or early access:

• it may be time-limited and/or feature-limited;
• the Service is provided “as is” with no warranties;
• we may terminate trial/pilot access at any time;
• unless an Order Form states otherwise, trials/pilots are non-refundable and non-creditable.

9. Support, maintenance, and uptime targets

9.1 Support. We will provide support based on the service package you procure.

9.2 Maintenance. We may perform maintenance and updates. Some maintenance may cause downtime.

10. Implementation services (if offered)

If we provide implementation, onboarding, configuration, or workflow-mapping services (“Implementation Services”):

• scope and deliverables will be in an Order Form or statement of work;
• Customer must provide timely access, requirements, admin permissions, and test feedback;
• delays caused by Customer extend timelines;
• any work outside scope requires a Change Request (Clause 11).

11. Change management

Either party may request changes to scope, integrations, workflows, or deliverables (“Change Request”). We are not obliged to perform out-of-scope work without written agreement on impact to fees/timelines.

12. Acceptable use + security obligations

Customer must not upload or process through the Service:

• malware, harmful code, or content designed to disrupt systems;
• unlawful content;
• content that infringes third-party rights;
• content that violates confidentiality obligations.

Customer will implement reasonable security measures, including:

• strong passwords and MFA where available;
• least-privilege access;
• prompt removal of leavers;
• secure endpoints.

13. Data roles and data handling summary

13.1 Controller/Processor roles.

• Ekselera is a Controller for its own business operations (billing, account admin, marketing, website analytics).
• Ekselera is a Processor of Customer Data processed through the Service on Customer instructions.

13.2 DPA. Where we act as Processor, the Data Processing Addendum applies and forms part of the agreement.

14. Confidentiality

Each party may receive confidential information (“Confidential Information”). Each party must protect the other’s Confidential Information using reasonable care and may use it only to perform obligations under the agreement. This does not apply to information that is public, independently developed, or rightfully obtained without breach.

15. Intellectual property

15.1 Our IP. We retain all rights in the Service, Documentation, and related IP.

15.2 Customer Data. Customer retains all rights in Customer Data. Customer grants us a limited right to host, process, transmit, and display Customer Data solely to provide and improve the Service, prevent or address technical problems, and meet legal obligations.

15.3 Feedback. If Customer provides feedback, we may use it without restriction and without obligation.

16. Warranties and disclaimers

To the maximum extent permitted by law:

• the Service is provided “as is” and “as available”;
• we do not warrant that the Service will be uninterrupted, error-free, or meet all Customer requirements;
• Customer is responsible for determining whether the Service is suitable for its purposes and regulatory obligations.

Nothing excludes warranties that cannot be excluded under applicable law.

17. Suspension

We may suspend access (in whole or part) immediately on notice if:

• fees are overdue;
• we reasonably suspect misuse, security compromise, or illegal activity;
• suspension is required by law or to protect the Service or other customers.

We will restore access when the issue is resolved. Suspension does not reduce fees owed.

18. Termination

18.1 Termination for convenience. Only if and as stated in the Order Form.

18.2 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of notice (or immediately for non-payment, unlawful activity, or serious security risk).

18.3 Effect of termination.

• Customer access ends at termination.
• On request, we will provide a reasonable export of Customer Data within 30 days, subject to payment of outstanding fees.
• After the export window, we may delete Customer Data in accordance with the DPA and our retention practices, unless legally required to retain it.

19. Liability

19.1 Exclusions. To the maximum extent permitted by law, neither party is liable for indirect or consequential losses, including loss of profits, revenue, data, business interruption, or reputational harm.

19.2 Cap. To the maximum extent permitted by law, Ekselera’s total aggregate liability arising out of or relating to the Service is limited to the fees paid (or payable) by Customer for the Service in the 12 months before the event giving rise to the claim. If Customer uses a free trial/pilot, the cap is €100.

19.3 Non-excludable liability. Nothing limits liability for fraud, fraudulent misrepresentation, or any liability that cannot legally be limited, including death/personal injury caused by negligence.

20. Indemnities

20.1 Customer indemnity. Customer will indemnify and hold harmless Ekselera (including directors/officers/employees/contractors) against claims arising from:

• Customer Data or Customer’s use of the Service in breach of law;
• infringement of third-party rights caused by Customer Data;
• Authorised Users’ misuse of the Service.

20.2 Optional IP indemnity (only if you want to offer it). If included in an Order Form, Ekselera may defend Customer against third-party claims that the Service infringes IP, subject to typical exclusions and remedies (modify/replace/refund). If you don’t want this risk, omit.

21. Force majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., outages, strikes, disasters, government actions, third-party infrastructure failures).

22. Assignment, subcontracting

Customer may not assign without our written consent (not to be unreasonably withheld in a reorganisation/merger scenario). We may subcontract performance (including to Sub-processors), remaining responsible for our obligations.

23. Notices

Notices must be in writing and sent to the contact details in the Order Form (or as updated).

24. Governing law and jurisdiction

Maltese law applies. The courts of Malta have exclusive jurisdiction.