Terms of service

1. Who we are and what these terms cover

Zeno is provided by Zeno Services, LLC, a New York limited liability company with its principal place of business at 1040 E 13th St., Brooklyn, NY 11230, United States ("Zeno", "we", "us"). "You" means the individual accepting these terms and, where you accept on behalf of a firm, company, or other organisation, that organisation, which you represent you are authorised to bind.

These terms govern your use of the zenofirm.com website, the Zeno cloud workspace at app.zenofirm.com, the Zeno MCP server, Zeno for QuickBooks Desktop, and any related support, documentation, and updates (together, the "service"). Our privacy policy and, for Desktop, the end user licence agreement are part of this agreement. If the Desktop licence agreement conflicts with these terms about the Desktop software specifically, the Desktop licence agreement controls.

By creating an account, installing the software, or using the service, you accept these terms. If you do not accept them, do not use the service.

2. Accounts, eligibility, and authority

You must be at least 18 years old and capable of forming a binding contract. The service is offered for business and professional use, not for personal, household, or family purposes.

The service is offered to customers in the United States and Canada. We do not currently offer it in the European Economic Area, the United Kingdom, or Switzerland, and we do not direct it to customers there.

You are responsible for the accuracy of your account information, for the security of your credentials and licence keys, and for all activity under your account, including activity by everyone you invite and any AI client you connect. Tell us promptly at security@zenofirm.com if you believe an account, licence key, or authorisation token has been compromised.

Where you connect a company file or accounting platform belonging to a client or any other third party, you represent that you have that party's authorisation to do so and to permit the processing described in our privacy policy.

3. The service

Zeno gives customer-authorised AI clients controlled tools for reading, preparing, reviewing, recording, and auditing bookkeeping work against customer-authorised accounting systems. The accounting system remains the authoritative ledger. Zeno maintains working copies, a durable work log, and a record of plans, approvals, and runs; those records describe what Zeno did and are not a substitute for the books themselves.

Zeno does not operate a foundation model. You bring your own AI client. What that client sends, receives, and retains is governed by its provider's terms, not ours.

We may change, add to, or discontinue features. Section 18 describes how we handle changes that materially reduce what a paid plan or a covered Desktop build does.

Support

Support is provided by email at support@zenofirm.com. We aim to respond within one business day, Monday to Friday, excluding United States federal holidays. That is a target we work to, not a service level agreement: we do not offer uptime commitments or service credits, and a response is not a promise that any particular problem will be fixed within any particular time.

Support is included for Cloud subscribers for as long as the subscription is active, and for Desktop purchasers for twelve months from the date of purchase, renewable together with update coverage as described in the Desktop licence agreement.

4. No autonomous authority

Zeno is designed to require recorded human authorisation before work is written to a ledger. A plan produced by Zeno is a proposal. It becomes a posting only when a person with authority reviews the batch and approves it.

Output from an AI provider or from Zeno, including plans, classifications, matches, explanations, reports, and suggested rules, is generated by software and may be incomplete or wrong. It is not accounting, bookkeeping, tax, audit, legal, or financial advice, and it does not create a professional or fiduciary relationship between you and Zeno. Zeno is not an accounting firm, is not a certified public accountant, and does not practise before any tax authority. You must apply your own professional judgment before approving anything.

Approval features exist for your protection. You must not configure, script, automate, or instruct any AI client to defeat, auto-confirm, or pass through the review step without a person actually reading the batch. If you do, you accept the consequences of what is posted.

5. Your responsibility

You are responsible for authorised access; for the accuracy and completeness of instructions, source documents, and connected data; for reviewing proposed work; for approval decisions; for the resulting books, filings, and reports; and for compliance with the professional, contractual, and legal obligations that apply to your firm and your clients.

You are responsible for maintaining your own backups. Back up the company file before applying a batch, especially in QuickBooks Desktop, where a company file is a single local artefact. Zeno's reversal is a convenience, not a backup, and it is not a substitute for one.

6. Reversal, and what it can and cannot undo

Every applied run is recorded with an identifier that Zeno can use to reverse the entries that run created. We describe this carefully, because it is easy to overstate.

Reversal is limited to what Zeno itself posted, and only to the extent the accounting platform still permits the change. It will not succeed where, for example, a period has been closed, a transaction has been reconciled, cleared, paid, applied, filed, or e-delivered, a record has since been edited or deleted by someone else, a linked document blocks the change, or the platform's own rules or availability prevent it. Where a reversal cannot be completed, Zeno will tell you rather than approximate it.

Reversal undoes ledger entries. It does not undo anything that has already left the system, such as an invoice emailed to a customer, a payment submitted, a filing made, or a decision taken in reliance on the affected records.

7. Your data and your clients' data

You retain all rights in the data you connect, upload, or create in the service ("your data"). You grant us a non-exclusive licence to host, copy, transmit, display, and process your data solely to provide, secure, and support the service, and to comply with law.

We do not sell your data, use it for advertising, or use it to train AI models, and we do not permit our providers to do so on our behalf. Our privacy policy describes what we collect, who processes it, and how long it is kept.

Where you use Zeno to work on books belonging to your clients, you are the controller of that information and we process it on your instructions. A data processing addendum is available on request at support@zenofirm.com.

We may generate and use aggregated, de-identified statistics about service usage that do not identify you, your clients, or any individual, and cannot reasonably be used to do so.

On termination you may export your workspace data. After the retention periods in the privacy policy, we may delete it. Deleting a Zeno workspace does not alter anything in QuickBooks.

8. Third-party services

The service connects to platforms and providers you choose, including Intuit's QuickBooks products and the AI provider whose client you connect. Your use of those services is governed by their own terms and privacy policies, and you are responsible for maintaining the subscriptions, licences, and authorisations they require. We are not responsible for third-party services, for their availability, or for changes they make to their APIs, pricing, or policies, and such changes may require us to change or discontinue corresponding features.

QuickBooks, QuickBooks Online, QuickBooks Desktop, and Intuit are trademarks of Intuit Inc. Zeno is an independent product. It is not affiliated with, endorsed by, sponsored by, or certified by Intuit Inc., Anthropic, OpenAI, or any other third party named in the service, except as expressly stated.

9. Cloud plans, fees, and renewal

Plans and trials

Zeno for Business and Zeno for Firms are subscriptions, billed monthly or annually at the prices published on our pricing page at the time you subscribe or renew. Zeno for Business is for companies keeping their own books and those of related entities under common ownership; books kept for outside clients belong on Zeno for Firms. Trials are offered on the terms stated at signup and may be modified or ended for accounts that abuse them.

Automatic renewal and cancellation

Subscriptions renew automatically. Unless you cancel before the end of the current term, your subscription renews for another term of the same length and we charge the payment method on file at the then-current price for your plan and capacity. You may cancel at any time from your workspace settings or by emailing support@zenofirm.com. Cancellation takes effect at the end of the current term; the service continues until then. We will give you at least 30 days' notice before a price increase takes effect on renewal.

Capacity changes, taxes, and non-payment

Adding companies or capacity mid-term is charged on a prorated basis and increases the renewal amount. Reductions take effect at the next renewal. Fees are stated exclusive of taxes; you are responsible for sales, use, VAT, and similar taxes, which we may collect where we are required to. Fees paid are non-refundable except as required by law or as we may agree in writing, and we do not refund partial periods, unused capacity, or capacity you chose but did not connect. If a payment fails we may retry it and, after notice, suspend the workspace under section 12.

We do not meter transactions, prompts, approvals, postings, work-log entries, or reversals, and there is no setup fee. Your QuickBooks subscription and your AI provider plan are separate purchases that you pay for directly.

10. Zeno for QuickBooks Desktop

Desktop licences are one-time purchases, perpetual for covered builds, and are granted under the end user licence agreement, which sets out the licence grant, the workstation and company-file limits for each tier, and the restrictions that apply. Read it before you install.

In summary, and subject to that agreement: a seat is a single named Windows workstation identified by its machine id; every tier includes 12 months of updates from purchase; after that period, update coverage is optional at the price published on the purchase page, and if you decline it the covered version keeps working. Reads, review, and reversal are not disabled because update coverage ends. Licence keys are delivered electronically on purchase, which is why licence fees are refundable only as described in the Desktop licence agreement.

11. Acceptable use

You may not use the service to:

• access systems, company files, or data you are not authorised to access;
• bypass, disable, or misrepresent the plan, approval, audit, or reversal controls, or falsify a work-log or approval record;
• record entries you know to be false, or use the service to conceal, misstate, or falsify financial records;
• reverse engineer, decompile, or attempt to derive source code from the service, except to the extent applicable law expressly permits it despite this restriction;
• resell, sublicense, time-share, or provide the service to third parties, except as bookkeeping work performed for your own clients under your account;
• probe, scan, overload, or interfere with the service or its infrastructure, or circumvent rate limits or licence checks;
• upload malware, or upload data you are prohibited from disclosing to us;
• use the service to build or train a competing product; or
• violate applicable law, including export control and sanctions law.

Security testing against your own workspace is welcome under the disclosure policy at zenofirm.com/security.

12. Suspension and termination

You may stop using the service and cancel or delete your workspace at any time. We may suspend or terminate access, with notice where practicable, if you materially breach these terms, if your payment is overdue, if your use presents a security or legal risk to us or to others, or if a third-party service we depend on requires it. Where the risk permits, we will give you a chance to fix the problem first. We may suspend immediately and without notice where continued access presents an imminent risk.

On termination, your right to use the service ends and we may delete your data as described in section 7. Sections 5, 6, 7, 11, and 13 through 21 survive termination.

13. Confidentiality

Each party may receive non-public information from the other. Each will use the other's confidential information only to perform under this agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and providers bound by comparable obligations, or where required by law after giving notice if legally permitted. Your data is your confidential information. This section does not apply to information that is public through no fault of the recipient, was already known without a duty of confidence, or is independently developed.

14. Intellectual property and feedback

We and our licensors own the service, including all software, documentation, and interfaces. Zeno and Zenofirm, and the Zeno logo, are trademarks of Zeno Services, LLC. Except for the rights expressly granted here and in the Desktop licence agreement, no rights are granted to you, by implication or otherwise.

The rules, knowledge entries, playbooks, and notes you author are your data. If you send us feedback, suggestions, or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. We will not identify you as the source without your permission.

15. Disclaimers

To the fullest extent permitted by law, the service is provided "as is" and "as available", and we disclaim all warranties, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that any plan, classification, match, calculation, report, or explanation will be accurate or complete; that a reversal will be possible in any particular case; or that the service will meet the requirements of any professional standard, accounting framework, regulator, or taxing authority applicable to you. Evaluation, trial, beta, and preview features are provided as is, without any warranty or support commitment, and may be changed or withdrawn at any time.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

16. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost or corrupted data, cost of substitute services, or business interruption, arising out of or relating to this agreement or the service, whether in contract, tort, or any other theory, and whether or not the party was advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to this agreement or the service will not exceed the greater of (a) the amounts you paid us for the service in the twelve months before the event giving rise to the claim, or (b) one hundred United States dollars (US$100).

These limits do not apply to a party's liability for fraud, wilful misconduct, or death or personal injury caused by negligence, to your obligation to pay fees due, or to your obligations under section 11 or section 17. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

The limits in this section are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose. Each party acknowledges that the fees reflect this allocation of risk.

17. Indemnification

You will defend, indemnify, and hold harmless Zeno and its officers, members, employees, and agents from and against any third-party claim, and any resulting loss, damage, liability, settlement, cost, and reasonable legal fees, arising out of or relating to: your data or the material you connect or upload; your use of the service in breach of these terms or applicable law; your approval of, or failure to review, any work applied to a ledger; your professional services and advice to your clients; or your representation that you were authorised to connect a company file. We will notify you of the claim, give you control of the defence, require our consent for any settlement that admits fault or imposes obligations on us, and cooperate at your expense.

18. Changes to the service and to these terms

We may update these terms. For material changes we will give at least 30 days' notice by email or in the product before they take effect, and we will update the effective date above. Continued use after a change takes effect is acceptance of it. If you do not accept a material change, stop using the service before it takes effect and tell us; for a paid Cloud subscription, we will refund the unused portion of the term you have already paid for.

If we discontinue a paid Cloud plan, or materially reduce what it does, we will give at least 30 days' notice and refund the unused portion of the current term. A perpetual Desktop licence for a covered build is not affected by changes to the Cloud service.

19. Governing law

This agreement, and any dispute arising out of or relating to it or the service, is governed by the laws of the State of New York, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute resolution and arbitration

Please read this section carefully. It affects how disputes between us are resolved.

First, talk to us. Most problems are resolved quickly. Before starting a formal proceeding, send a written description of the dispute and the relief you want to support@zenofirm.com. Both parties will try in good faith to resolve it within 30 days.

If that fails, any dispute arising out of or relating to this agreement or the service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in New York, New York, in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides questions of arbitrability, and may award any relief available in court to the individual party seeking it.

Disputes are resolved individually. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this paragraph is found unenforceable as to a particular claim, that claim proceeds in court under the venue clause below, and the rest of this section still applies to all other claims.

Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. For any dispute not subject to arbitration, the state and federal courts located in New York County, New York have exclusive jurisdiction, and both parties consent to that jurisdiction and venue and waive any objection to it.

Any claim must be brought within one year after it arises, or it is permanently barred, to the extent applicable law permits a shortened period.

21. General

Entire agreement. These terms, the privacy policy, and the end user licence agreement for the Desktop product are the entire agreement between us about the service and supersede any prior or contemporaneous understanding. Any purchase order or vendor form you issue has no effect on this agreement.

Assignment. You may not assign this agreement without our written consent, except to a successor to all or substantially all of your business or assets on notice to us. We may assign it to an affiliate or to a successor in a merger, acquisition, or sale of assets. Any other attempted assignment is void.

Notices. We may give notice by email to the address on your account or by posting in the product. Give us notice at support@zenofirm.com, and for legal notices also by mail to the address at the top of this page.

Force majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including outages or changes at third-party platforms and providers.

Export and sanctions. You represent that you are not located in, and are not a national of or controlled by anyone in, a country or on a list subject to United States embargo or sanctions, and that you will not use or export the service in violation of United States export control or sanctions law.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, employment, or fiduciary relationship.

Severability, waiver, and headings. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect. A failure to enforce a provision is not a waiver of it. Headings and the contents list are for convenience only. There are no third-party beneficiaries.

22. Contact

Zeno Services, LLC · 1040 E 13th St., Brooklyn, NY 11230, United States.

Questions about these terms: support@zenofirm.com. Security reports: security@zenofirm.com. Sales and site licences: sales@zenofirm.com.