Terms & Conditions

1. Who we are and what these terms cover

These Terms & Conditions (the “Terms”) govern your access to and use of the Zentari platform, including the Zentari Portal, the Rehab Agility mobile application, the Aegis SoD managed package, and any related websites, applications and services (together, the “Services”), operated by Zentari Software Sdn. Bhd., a company incorporated in Malaysia (“Zentari”, “we”, “us”).

By creating an account, subscribing to a plan, or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a clinic, company or other organisation, you represent that you have authority to bind that organisation, and “you” means that organisation.

If you do not agree to these Terms, do not use the Services.

2. Definitions

• Account — the owner account you use to manage subscriptions, seats and billing in the Zentari Portal.
• Seat — a licence for one named clinician or user to access a paid product.
• App User — an individual you authorise to use a Seat.
• Subscription Period — the monthly or annual period you have paid for.
• Customer Data — all data you or your App Users submit to, or generate in, the Services, including patient records and session results.
• Patient Data — personal data relating to an identified or identifiable patient, forming part of Customer Data.

3. The Services

Rehab Agility is an offline-first floor-agility training application for physiotherapy and rehabilitation clinics. It uses a device camera to guide and measure movement drills, and produces session and progress reports.

Aegis SoD is a segregation-of-duties analysis and attestation package for Salesforce environments.

We may add, change, or discontinue features. If we discontinue a material feature of a paid product, we will give you reasonable notice and, where we can no longer provide substantially what you paid for, a pro rata refund of prepaid, unused fees for the affected product.

4. Accounts, seats and security

You must provide accurate account information and keep it current. You are responsible for all activity under your Account and Seats, and for keeping credentials confidential. Tell us promptly at support@zentarisoft.com if you suspect unauthorised access.

Seats are for named individuals and must not be shared or used concurrently by multiple people. You may reassign a Seat when a person leaves your organisation.

You must be at least 18 years old and, where the Services are used to deliver care, your App Users must hold any licence or registration their profession and jurisdiction require.

5. Acceptable use

You agree not to:

• use the Services unlawfully, or in breach of any healthcare, privacy or data-protection law that applies to you;
• copy, resell, sublicense or provide the Services to third parties as a service bureau, except as expressly permitted;
• reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is unenforceable by law;
• circumvent Seat limits, entitlement checks, licence enforcement or any technical protection;
• upload malicious code, or interfere with the integrity, security or performance of the Services;
• use the Services, or Customer Data of others, to train machine-learning models without our prior written consent;
• probe or scan the Services for vulnerabilities without our prior written consent.

6. Plans, subscriptions and automatic renewal

Paid plans are sold on a monthly or annual basis, and by Seat where the plan says so. The plan, Seat count and price applicable to you are those shown in your Account at checkout.

Automatic renewal. Your subscription renews automatically at the end of each Subscription Period, for a further period of the same length, at the then-current price, and your payment method will be charged, until you cancel.

How to cancel. You can cancel at any time from your Account — it takes no more effort than subscribing did, and you do not need to call or email us. Cancellation stops the next renewal; it does not end the period you are already in (see section 10).

Price changes. We may change prices. We will give you at least 30 days’ notice before a price change affects you, and the new price applies from your next renewal. If you do not accept it, you may cancel before that renewal.

7. Fees, billing and taxes

Fees are charged in advance for each Subscription Period, in the currency shown at checkout.

Per-Seat pricing. Where a plan is priced per Seat, the fee is the first-Seat price plus the additional-Seat price for each Seat beyond the first, as shown in your Account.

Who takes your payment. Payments are processed by our payment providers. For customers billed in Malaysia we use Curlec. For international customers we use Paddle, which acts as the merchant of record — meaning Paddle is the seller for that transaction, appears on your statement, and handles applicable sales tax and VAT. We do not store your full card details.

Taxes. Fees are exclusive of taxes unless stated otherwise. Where Malaysian Sales and Service Tax (SST) applies to a supply we make, it will be added and shown at checkout. For international customers billed through Paddle as merchant of record, Paddle determines and collects any sales tax, VAT or GST due in your country. You remain responsible for any other taxes, duties or withholdings that apply to you, other than taxes on our income.

Billing errors. If you believe you have been billed incorrectly, contact us within 60 days of the charge and we will investigate and correct any error.

8. Changing your seats

Adding Seats takes effect immediately. You are charged a pro rata amount for the remainder of the current Subscription Period, and the new Seats are available at once. From the next renewal, the full new price applies.

Removing Seats takes effect at the end of your current Subscription Period. You keep — and may continue to use — the Seats you have already paid for until that date. No refund or credit is issued for Seats removed mid-period. You may cancel a scheduled Seat reduction at any time before it takes effect.

This applies because Seats are paid for in advance for the whole period. It also keeps pricing predictable and prevents the Seat feature being used to obtain refunds by subscribing at a high Seat count and reducing it immediately.

Plans have a minimum Seat count, shown at checkout. You cannot reduce below it; to go lower, change plan (section 9) or cancel (section 10).

9. Changing your plan

Upgrades take effect immediately, and the difference is charged pro rata for the remainder of the period.

Downgrades take effect at the end of your current Subscription Period. You keep your current plan’s features until then, and no refund or credit is issued for the unused difference. You may cancel a scheduled downgrade before it takes effect.

If a downgrade would leave you with more App Users than your new plan allows, you must remove the excess. We may deactivate excess App Users if you do not.

10. Cancellation and refunds

You may cancel at any time from your Account. On cancellation:

• your subscription will not renew;
• you keep access until the end of the Subscription Period you have already paid for;
• after that date, paid features stop and your Account reverts to the Free plan.

Fees already paid are non-refundable, in whole or in part, including for partial periods, unused Seats, or periods after you stop using the Services — except where these Terms expressly say otherwise, or where a refund is required by law that applies to you.

Exporting your data. You can export your Customer Data at any time while your subscription is active, and for 30 days after it ends. After that we may delete it (see section 14).

11. Free plan

We offer a Free plan with limited features. It is provided “as is”, without any availability or support commitment, and we may change or withdraw it at any time. Any evaluation, trial or beta feature is provided without warranty and may be discontinued.

12. Failed payments and suspension

If a payment fails, we may retry it. We allow a grace period during which your Services continue while we attempt to collect, and we will tell you what is wrong so you can fix it. If payment remains unpaid after the grace period, paid features may be suspended and your Account may revert to the Free plan. You remain liable for amounts properly owed.

13. Clinical responsibility — important

Rehab Agility is not a medical device. It is a training and measurement tool for use by qualified clinicians. It does not diagnose, treat, cure or prevent any condition, does not provide medical advice, and is not a substitute for professional clinical judgement.

You and your clinicians are solely responsible for:

• deciding whether a patient is fit to attempt any drill, and supervising them appropriately;
• all clinical decisions, including assessment, diagnosis, treatment and discharge;
• interpreting the app’s measurements and reports, which are indicative aids and may contain errors;
• obtaining any patient consent your law and professional rules require, including consent to camera-based movement capture;
• meeting all licensing, professional, insurance and regulatory obligations that apply to your practice.

Camera-based measurement depends on lighting, positioning, calibration and device hardware, and its output should never be relied on as the sole basis for a clinical decision.

14. Your data and patient data

You own your Customer Data. We claim no ownership of it. You grant us a limited licence to host, process and transmit it solely to provide the Services to you, to maintain security, and as you instruct.

Roles. For Patient Data, you are the controller and we act as your processor: we process it on your documented instructions, only to provide the Services. You are responsible for having a lawful basis to collect and use it, and for the accuracy of what you enter.

Offline-first. Rehab Agility stores data on the device, in encrypted local storage. Data you choose to back up or export — for example via SFTP backup on Enterprise plans — is transmitted to a destination you configure and control, and once it arrives there it is your responsibility.

Security. We use industry-standard measures to protect the Services. No system is perfectly secure, and you are responsible for the security of your devices, your credentials and your backup destinations.

Retention and deletion. After your subscription ends, we retain Customer Data for 30 days so you can export it, then delete or anonymise it, unless we must keep it by law. Payment and invoice records are kept as long as tax and accounting law requires.

We do not sell your data, and we do not use Customer Data or Patient Data to train machine-learning models.

15. Privacy and data protection

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms. Where we act as your processor and you require one, we will enter into a data processing agreement with you.

As a Malaysian company we process personal data in accordance with the Personal Data Protection Act 2010 (PDPA) and its amendments.

Your own obligations. You are responsible for complying with the data-protection and health-privacy laws that apply to you, in the country where you practise — for example PDPA in Malaysia, PIPEDA and provincial health-privacy laws in Canada, GDPR in the EU/UK, or HIPAA in the United States. That includes having a lawful basis to collect Patient Data, obtaining any consent required, and honouring patients’ rights over their data. We provide the tools; the clinical relationship with the patient is yours.

16. White-label branding (Enterprise)

Enterprise plans let you display your own clinic name, logo and colours in the app and on patient-facing reports. You represent that you own or are licensed to use everything you upload, and you grant us permission to display it within the Services for you. You are responsible for that content, and we may decline or remove anything unlawful, infringing or offensive.

Branding is delivered through your subscription entitlement. If your Enterprise subscription ends, branding reverts to Zentari’s default at the next entitlement refresh. White-labelling does not transfer any ownership of the Services to you, and does not make you the publisher of the application.

17. Intellectual property

We and our licensors own the Services and all intellectual property in them, including all software, designs, models and documentation, and all improvements to them. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes during your Subscription Period.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

18. Third-party services

The Services interoperate with third-party platforms — including Salesforce (for Aegis SoD), payment providers, and the Apple App Store and Google Play. Your use of those platforms is governed by their own terms, and we are not responsible for them. Where you install our software into a third-party environment, you are responsible for holding the necessary licences for that environment.

19. Availability and support

We aim to keep the Services available, but we do not guarantee uninterrupted or error-free operation, and we may perform maintenance. Rehab Agility is designed to keep working offline; portal and billing functions require connectivity.

Support is provided by email at support@zentarisoft.com. Enterprise plans may include agreed response targets; unless we have signed a separate service level agreement with you, no uptime or response-time commitment applies.

20. Disclaimer of warranties

To the maximum extent permitted by law, the Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, secure, or error-free, or that measurements or reports will be accurate.

Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

21. Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused;
• our total aggregate liability arising out of or relating to the Services and these Terms is limited to the fees you paid us for the affected product in the 12 months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party’s liability for death or personal injury caused by negligence, for fraud, or to any liability that cannot lawfully be limited.

You acknowledge that these limits are a reasonable allocation of risk, and are reflected in the price of the Services.

22. Indemnity

You will defend and indemnify us against third-party claims, and any resulting damages and reasonable costs, arising from: (a) your or your App Users’ breach of these Terms or of applicable law; (b) your clinical decisions or the care you provide, including any failure to obtain required patient consents; (c) Customer Data, including any claim that it infringes a third party’s rights; or (d) branding or other content you supply.

23. Suspension and termination

We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within 30 days of written notice, or immediately where the breach is incapable of cure, where required by law, or where continued access poses a security or safety risk. We may suspend immediately, without notice, to protect the Services or other customers.

You may stop using the Services at any time by cancelling (section 10). Sections that by their nature should survive termination will survive, including accrued payment obligations, intellectual property, disclaimers, liability limits, indemnities and governing law.

24. Changes to these terms

We may update these Terms. If a change is material, we will give you at least 30 days’ notice by email or in the Portal before it takes effect, and it will apply from your next renewal. Continuing to use the Services after that date means you accept the updated Terms. If you do not accept them, you may cancel before they take effect.

We will always publish the effective date at the top of this page.

25. Governing law and disputes

These Terms are governed by the laws of Malaysia, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts of Malaysia, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before starting formal proceedings, we ask that you contact us so we can try to resolve the matter informally.

Nothing in this section removes any right you may have, as a consumer, to bring proceedings in the courts of the country where you live, or to rely on the mandatory consumer-protection laws of that country — including, for Malaysian consumers, the Consumer Protection Act 1999. Where such a law gives you a right that cannot be excluded, that right prevails over anything inconsistent in these Terms.

26. General

Entire agreement. These Terms, with our Privacy Policy and any order or plan you accept, are the whole agreement between us on this subject.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

Severability. If a provision is held unenforceable, the rest remains in force.

No waiver. Not enforcing a provision is not a waiver of it.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. We may give notice by email to your Account address or by posting in the Portal.

27. Contact us

Questions about these Terms: legal@zentarisoft.com
Help with your account or a billing query: support@zentarisoft.com

Zentari Software Sdn. Bhd.