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A plain-language overview of the technical and operational terms governing client projects at Zaynex.
This document outlines the standard operational and commercial terms for all digital engineering, custom software, and technology consulting services provided by Zaynex.
Zaynex provides digital development and technology services, including business websites, web applications, e-commerce platforms, SaaS products, dashboards, LMS platforms, custom software, integrations, UI/UX development, SEO, and related digital services. The exact services, deliverables, features, specifications, pricing, and deadlines will be defined in the applicable proposal, quotation, statement of work, or project agreement.
Each project is governed by the applicable proposal, quotation, statement of work, invoice, or written agreement accepted by the Client. If there is a conflict between these Terms and a specific written project agreement, the project agreement will control only for the matters expressly covered by that agreement.
The Client must provide accurate requirements, content, branding materials, images, logos, documents, credentials, approvals, technical information, and other materials reasonably required for the project. The Client is responsible for reviewing deliverables and providing timely feedback and approvals. Delays caused by missing information, approvals, access, or payments may affect project timelines.
The Client represents and warrants that it owns, licenses, or otherwise has the legal right to provide all text, images, photographs, videos, logos, trademarks, fonts, software, documents, data, and other materials supplied to Zaynex. The Client is responsible for obtaining all required permissions, licenses, consents, releases, and authorizations. Zaynex is not responsible for infringement claims arising from materials or instructions supplied by the Client.
Projects may be completed through stages including planning, design, development, testing, revisions, and deployment. Delivery dates are estimates unless a specific deadline is expressly guaranteed in writing. Timelines may change because of client delays, additional requirements, delayed approvals, unavailable third-party services, technical issues, or circumstances outside Zaynex's reasonable control.
Projects may require an upfront deposit before work begins, followed by milestone or scheduled payments. All fees, payment dates, taxes, and additional charges will be specified in the applicable proposal, invoice, or agreement. Zaynex may pause development, support, access, or delivery when payments become overdue.
If an invoice remains unpaid after its due date, Zaynex may suspend work or services until the outstanding balance is resolved. Any resulting delay will not be considered a failure by Zaynex to meet the original delivery schedule. Additional costs caused by prolonged delays, reactivation, or changes in project requirements may apply where permitted by the applicable agreement.
Revisions reasonably included within the agreed project scope will be handled as specified in the project agreement. New features, additional pages, new integrations, major design changes, changes to approved requirements, or other work outside the original scope may require a separate quotation, additional payment, and an adjusted delivery schedule.
Subject to full payment of all amounts due, ownership of custom deliverables specifically created for the Client will transfer to the Client to the extent stated in the applicable project agreement. Zaynex retains ownership of its pre-existing intellectual property, development methods, frameworks, reusable components, libraries, templates, utilities, tools, processes, know-how, and general-purpose code. Third-party software and materials remain subject to their respective licenses.
Projects may use open-source packages, frameworks, libraries, APIs, fonts, plugins, hosting platforms, cloud services, and other third-party technologies. Such components remain subject to their respective licenses and terms. Zaynex does not transfer ownership of third-party intellectual property to the Client unless legally permitted to do so.
Projects may depend on third-party services such as hosting providers, domain registrars, payment processors, APIs, cloud platforms, analytics services, plugins, email providers, and other external systems. Zaynex is not responsible for outages, price changes, policy changes, suspension, discontinuation, security incidents, limitations, or failures caused by third-party providers.
Unless expressly included in the project agreement, domain registration, hosting, cloud infrastructure, email services, paid plugins, licenses, subscriptions, and other recurring third-party costs are the Client's responsibility. Zaynex may assist with configuration and management where agreed, but ownership and renewal responsibilities will remain as specified in the applicable agreement.
Zaynex follows reasonable development and security practices appropriate to the agreed project scope. However, no software, infrastructure, network, or online service can be guaranteed to be completely secure or free from vulnerabilities. The Client is responsible for maintaining secure credentials and following recommended security practices after delivery.
The Client is responsible for maintaining appropriate backups of its business data unless backup services are expressly included in the project agreement. Zaynex is not responsible for data loss caused by Client actions, third-party providers, hosting failures, compromised credentials, unsupported modifications, or circumstances outside Zaynex's reasonable control.
The Client is responsible for ensuring that its website, application, business processes, and collection or processing of personal information comply with applicable privacy and data-protection requirements. Where Zaynex processes information on behalf of a Client, the parties may enter into additional data-processing or privacy agreements where required.
The Client must not use Zaynex services or deliverables for unlawful activities, fraud, abuse, harassment, unauthorized access, distribution of malicious software, infringement of intellectual-property rights, or any activity prohibited by applicable law. Zaynex may refuse or suspend work involving unlawful or harmful activities.
Unless expressly guaranteed in writing, Zaynex does not guarantee specific sales, revenue, profits, leads, traffic, search rankings, conversions, engagement, business growth, or other commercial results. Digital performance may depend on factors outside Zaynex's control, including market conditions, advertising budgets, competition, third-party platforms, and Client operations.
Post-launch maintenance, updates, content changes, monitoring, technical support, security updates, and ongoing development are not automatically included unless expressly stated in the applicable agreement. Additional maintenance or support may be provided under a separate plan or quotation.
Zaynex will use reasonable efforts to correct reproducible defects that materially prevent the delivered system from operating according to the agreed specifications during any applicable warranty period. The warranty does not cover changes made by the Client or third parties, misuse, unsupported modifications, third-party failures, new requirements, or problems outside the agreed scope.
Both parties agree to take reasonable measures to protect confidential information received during the project and not disclose it to unauthorized parties except where required by law or necessary to perform the agreed services. Confidential information may include business information, source code, credentials, financial information, customer information, strategies, and technical information.
Unless otherwise agreed in writing, Zaynex may identify completed work as part of its portfolio and marketing materials after the project has been publicly launched. Zaynex will not intentionally disclose confidential information solely for promotional purposes.
Either party may terminate a project according to the applicable project agreement. Zaynex may suspend or terminate services where the Client materially breaches these Terms, fails to make required payments, provides unlawful instructions, or creates a security, legal, or operational risk. The Client remains responsible for approved work and amounts due up to the effective termination date.
Refund eligibility will depend on the applicable project agreement, the stage of work completed, and applicable law. Payments for work already performed, approved deliverables, non-refundable third-party costs, or committed project resources may not be refundable unless otherwise agreed in writing.
Zaynex will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government actions, widespread internet failures, power outages, cyber incidents, third-party service failures, telecommunications failures, or other events that could not reasonably be prevented or controlled.
To the maximum extent permitted by applicable law, Zaynex will not be liable for indirect, incidental, special, consequential, exemplary, or loss-of-profit damages arising from the services. Zaynex's total aggregate liability arising from a project will, to the extent permitted by applicable law, be limited to the amount actually paid by the Client to Zaynex for the specific service giving rise to the claim.
To the extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless Zaynex, its owners, employees, contractors, and service providers from claims, losses, damages, liabilities, costs, and reasonable legal expenses arising from the Client's breach of these Terms, unlawful use of the services, violation of third-party rights, or materials and instructions supplied by the Client.
The parties should first attempt to resolve project disputes through good-faith communication and reasonable negotiation. If a dispute cannot be resolved informally, the parties may use the dispute-resolution process, governing law, and jurisdiction specified in the applicable project agreement or otherwise required by applicable law.
These Terms and any project agreement will be interpreted according to the governing law specified in the applicable agreement, subject to any mandatory laws that cannot legally be excluded or overridden by contract.
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be limited or removed only to the extent necessary, and the remaining provisions will continue to apply to the fullest extent permitted by law.
A failure or delay by either party to enforce any provision of these Terms will not constitute a permanent waiver of that provision or prevent the party from enforcing it later.
Zaynex and the Client are independent parties. Nothing in these Terms creates an employment relationship, partnership, joint venture, agency relationship, or franchise between the parties unless expressly agreed in writing.
Zaynex may use qualified employees, contractors, freelancers, or third-party service providers to perform portions of the agreed services where appropriate. Zaynex remains responsible for managing its contracted work within the scope of the applicable agreement.
Neither party may transfer its rights or obligations under a project agreement in a manner that materially affects the other party without appropriate notice or consent, except where such transfer is permitted by the applicable agreement or required by law.
Electronic acceptance, digital signatures, written confirmation by email, approval through an authorized client portal, payment of an invoice, or commencement of project work may constitute acceptance of the applicable proposal or agreement where permitted by applicable law.
Project communications may be conducted through email, approved messaging platforms, client portals, or other agreed communication channels. The Client is responsible for maintaining accurate contact information and reviewing important project communications in a timely manner.
These Terms together with the applicable proposal, quotation, statement of work, invoice, and other written project agreements constitute the agreement between the parties regarding the relevant services and replace prior discussions or representations concerning the same subject matter, except where expressly incorporated.
Zaynex may update these Terms from time to time. Updated Terms will apply to future projects and services from their effective date unless otherwise required by applicable law or expressly agreed in writing.
Provisions relating to intellectual property, confidentiality, payment obligations, indemnification, limitation of liability, dispute resolution, and any other provisions intended by their nature to continue will remain effective after completion or termination of the project.
Where a claim arises from third-party software, services, content, infrastructure, platforms, or materials selected or supplied by the Client, responsibility will be determined according to the applicable third-party terms, the project agreement, and applicable law. Zaynex does not assume ownership or legal responsibility for third-party intellectual property that it does not own.
Questions regarding these Terms, a project agreement, invoices, or Zaynex services should be submitted through the official Zaynex communication channels provided on the Zaynex website or within the applicable project agreement.