Terms of Service

If you are entering into these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind that entity. In that case, "you" refers to that entity.

Where a signed proposal, statement of work or master services agreement ("Project Agreement") conflicts with these Terms, the Project Agreement takes precedence for that project.

We provide digital agency services, including web development, custom software, AI and automation, search and growth, consulting, support and maintenance.

The specific services, deliverables, assumptions, timeline and fees for a project are set out in the Project Agreement. Anything not expressly included is out of scope.

Quotes and proposals are valid for 30 days unless we state otherwise.

A contract is formed when you accept a proposal in writing or pay the deposit we request. We may decline a project or cancel an unaccepted proposal at any time before work begins.

Estimates are based on the information available at the time. If the scope or assumptions change, we will discuss the impact with you before continuing.

Fees are set out in the Project Agreement and exclude applicable taxes unless stated otherwise. You are responsible for all taxes, duties and third-party charges.

Unless the Project Agreement says otherwise, we require a deposit before work begins and payment of each invoice within 14 days of the invoice date.

Late payment may result in work being paused and interest at the lower of 1.5% per month or the maximum rate permitted by law. You remain responsible for reasonable collection costs.

Third-party costs such as hosting, domains, software licences, advertising spend and API usage are not included unless stated. We may bill them at cost or ask you to pay the provider directly.

You agree to provide accurate information, timely feedback, approvals, content, access and resources reasonably required for the project.

You confirm that you own or have permission to use all content, trademarks, data and materials you provide, and that our use of them as part of the project will not infringe the rights of anyone else.

You are responsible for keeping backups of your own data and accounts unless we have agreed in writing to manage backups.

Delays or additional work caused by late materials, access or approvals may change the timeline and fees.

Changes to the scope, deliverables or timeline must be agreed in writing. We may issue a change order describing the additional work, cost and schedule impact.

We will not carry out chargeable additional work without your approval, except where urgent work is needed to prevent harm or data loss.

The Project Agreement sets out the number of revision rounds included. Additional revisions may be charged at our standard rates.

You must review each deliverable within 7 days of delivery and report any material defects or deviations from the agreed scope. If you do not respond within that period, the deliverable is deemed accepted.

We will correct genuine defects in our work at no additional cost. Changes of mind, new requirements and subjective preferences are treated as new work.

We retain all rights in our pre-existing materials, tools, frameworks, know-how, templates and other intellectual property. Where these are incorporated into a deliverable, we grant you a non-exclusive, non-transferable licence to use them as part of that deliverable.

Once you have paid all fees for a project, you own the final deliverables created specifically for you under the Project Agreement, excluding third-party materials and our pre-existing materials.

Third-party materials remain subject to their own licences. You are responsible for complying with those licences.

Unless you tell us otherwise in writing, we may display the work in our portfolio and marketing materials. You may withdraw this permission at any time, but we are not required to remove historical printed materials.

You retain ownership of all materials you provide to us.

Projects may depend on third-party products and services, including hosting, content management systems, payment providers, APIs and analytics.

We are not responsible for the availability, performance, security, pricing or changes made by third-party providers. Their terms and privacy policies apply to your use of them.

Unless agreed otherwise, you are responsible for opening and maintaining third-party accounts and paying their fees.

Each party agrees to protect the confidential information of the other party, use it only for the project, and not disclose it except to personnel and contractors who need to know and are bound by confidentiality obligations.

Confidential information does not include information that is public, independently developed, received from a third party without breach, or required to be disclosed by law.

These obligations survive the end of the agreement.

We will perform our services with reasonable skill and care and in accordance with the Project Agreement.

To the fullest extent permitted by law, the website and services are provided on an "as is" and "as available" basis. We do not warrant uninterrupted or error-free operation, or any specific business, traffic, ranking or revenue outcome.

We do not warrant third-party products or services. You are responsible for testing deliverables in your own environment before relying on them.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill or business opportunity, even if advised of the possibility.

Our total aggregate liability arising out of or in connection with a project is limited to the fees you paid to us for that project in the 6 months before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud or wilful misconduct.

Either party may terminate a Project Agreement for material breach if the breach is not remedied within 14 days of written notice.

You may terminate a project for convenience with 14 days written notice. You must pay for all work performed and non-cancellable commitments incurred up to the termination date.

We may suspend or terminate services if invoices remain unpaid, if we are required to do so by law, or if continuing would create a security or legal risk.

On termination, you must pay outstanding fees and we will provide the work product you have paid for. Sections that by their nature should survive termination will continue to apply.

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disasters, war, civil unrest, strikes, government action, widespread internet or utility failures, or a third-party service outage.

Payment obligations are not excused by force majeure. The affected party will notify the other and use reasonable efforts to resume performance.

These Terms are governed by the laws of the jurisdiction in which ZenoxCore is established, without regard to conflict-of-law rules.

Before starting formal proceedings, the parties will try in good faith to resolve the dispute through discussion for at least 30 days. Disputes that cannot be resolved will be subject to the exclusive jurisdiction of the courts of that jurisdiction.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief.

We may update these Terms from time to time. The current version will be posted on this page with a new effective date.

If we make material changes, we will take reasonable steps to notify you, such as posting a notice on the website or emailing active clients. Changes apply from the date they are posted, unless stated otherwise. Continued use of the website or services after that date means you accept the updated Terms.