Terms of Service

1. Agreement Overview

This Terms of Service and Master Services Agreement ("Agreement") is entered into between Zera Software Studio ("Company," "we," "us") and the Client ("you," "your"), governing all software development, consulting, design, integration, automation, and related services provided by the Company.

By engaging our services, you agree to the terms herein. This Agreement supersedes all prior proposals, communications, or representations unless expressly incorporated.

2. Services Provided

2.1 Scope of Work (SOW): All deliverables, milestones, and services will be defined in a Statement of Work (SOW) or Proposal agreed upon by both parties.

2.2 Exclusions: Any services not explicitly stated in the SOW are excluded and will require a Change Order (see Section 9).

2.3 Nature of Development: The Client acknowledges that software development is inherently iterative, subject to evolving technical constraints, and may involve dependencies on third-party platforms outside the Company's control.

3. Term & Termination

3.1 Term: This Agreement shall remain in effect until services are completed or terminated by either party under Section 3.2.

3.2 Termination for Cause: Either party may terminate with 14 days' written notice if the other party breaches material terms and fails to cure within that period.

3.3 Termination for Convenience: The Company may terminate for convenience upon written notice if the Client engages in abusive conduct, fails to cooperate, or materially disrupts the project.

3.4 Effect of Termination: All fees for work completed up to termination remain due and payable. Intellectual property rights transfer only after full payment is received.

4. Payments & Fees

4.1 Fees & Payment Terms

All fees, payment schedules (fixed, milestone, retainer, or subscription), and billing terms shall be defined in the applicable Statement of Work ("SOW") or Proposal.

Unless otherwise stated in writing, all invoices are due upon receipt.

4.2 Earned Fees & Non-Refundability

The Client acknowledges that the Company allocates time, expertise, personnel, and technical resources immediately upon project commencement.

All payments made are non-refundable and deemed earned upon receipt, except where required by applicable law.

Fees compensate for time reserved, work performed, intellectual contribution, opportunity cost, and project allocation — regardless of project completion status.

4.3 Milestone & Partial Completion Payments

For milestone-based projects, each milestone payment becomes earned once the corresponding work has been commenced or delivered.

In the event of early termination, the Client shall remain responsible for payment of:

• All completed work
• Work in progress
• Time allocated but not yet billed
• Any non-cancellable third-party costs incurred on behalf of the Client

4.4 Chargebacks & Payment Disputes

The Client agrees not to initiate chargebacks or payment reversals.

Any billing disputes must be submitted in writing within 7 days of invoice issuance.

Initiating a chargeback without first seeking resolution under Section 19 (Dispute Resolution) shall constitute a material breach of this Agreement.

The Company reserves the right to suspend services and pursue collection of reversed funds, including recovery of administrative, legal, and processing fees incurred.

4.5 Late Payments

Late payments may incur interest at a rate of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower.

The Company may suspend work, withhold deliverables, revoke access, or disable services until outstanding balances are paid in full.

4.6 Ownership Conditional Upon Payment

All intellectual property rights, licenses, access credentials, and deliverables remain the property of the Company until full payment is received.

Until payment is complete, the Client is granted a limited, revocable, non-transferable license to use deliverables solely for evaluation purposes.

4.7 Third-Party Costs

The Client is responsible for all third-party fees, including but not limited to hosting, API usage, licensing, marketplace fees, app store fees, payment processing, and infrastructure services.

Such costs are non-refundable and subject to the policies of the respective providers.

5. Intellectual Property Rights

5.1 Client Ownership: Upon full payment, the Client shall own rights to the final deliverables.

5.2 Company Retention: Zera Software Studio retains ownership of pre-existing code, proprietary frameworks, libraries, methodologies, and development tools. These may be used in future projects without restriction.

5.3 Third-Party Components: Certain deliverables may incorporate third-party libraries, APIs, or open-source code subject to their respective licenses. The Client accepts all associated restrictions.

6. Project Timelines, Delivery & Acceptance

6.1 Estimated Schedules

All project timelines, milestone dates, and delivery estimates are approximate and are not guarantees.

Delays may occur due to technical complexity, evolving project requirements, third-party dependencies, infrastructure limitations, or other circumstances beyond the Company's reasonable control.

6.2 Client Delays

The Client agrees to provide timely feedback, approvals, assets, credentials, and required materials.

Failure to do so may result in timeline extensions, rescheduling of development resources, and additional costs where applicable.

The Company shall not be responsible for delays caused by Client inaction or late responses.

6.3 Force Majeure

The Company shall not be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to:

• Server outages
• Platform or API changes
• Cyberattacks
• Government restrictions
• Natural disasters
• Marketplace review delays
• Internet or infrastructure disruptions

6.4 Definition of Delivery

"Delivery" shall occur when the Company provides written notice to the Client that a milestone or final deliverable has been completed in accordance with the agreed Statement of Work ("SOW") and is ready for review.

The date of such written notice shall constitute the official Delivery Date.

Early deployment, staging access, preview links, testing environments, or progress visibility shall not constitute Delivery unless expressly confirmed in writing as complete.

6.5 Mobile Application Delivery

For iOS and Android applications, Delivery shall occur when:

• The final build has been completed in accordance with the SOW
• The build files and/or source code have been provided to the Client
• The application has been submitted to the applicable app marketplace, if submission support is included in the SOW

Approval, rejection, delay, suspension, or removal by Apple, Google, or any third-party marketplace shall not affect Delivery status.

The Company does not guarantee acceptance by any app marketplace.

6.6 Web Applications, SaaS & Websites

For websites, web applications, SaaS platforms, and similar systems, Delivery shall occur when:

• The deliverable has been deployed to the agreed hosting environment
• The functionality described in the SOW is operational
• The Client has been provided necessary access credentials
• Written notice of completion has been provided

Minor defects that do not materially impair core functionality shall not delay Delivery.

6.7 Review & Acceptance

Upon Delivery, the Client shall have three (3) business days (the "Review Period") to provide written notice of any material defects.

A "material defect" means a reproducible technical issue causing the deliverable to fail to substantially conform to the SOW.

The following do not constitute material defects:

• Subjective design preferences
• Enhancement requests
• New features
• Changes outside the SOW
• Minor visual inconsistencies that do not impair functionality

If no written notice of material defects is received within the Review Period, the deliverable shall be deemed accepted.

Use of the deliverable in a live business or production environment following Delivery constitutes acceptance.

Acceptance shall not be unreasonably withheld.

Upon acceptance (express or deemed), any outstanding milestone payments become immediately due.

6.8 Fourteen (14) Day Limited Post-Launch Support

Following final Delivery, the Company shall provide fourteen (14) calendar days of limited post-launch support at no additional charge.

This period covers correction of verified material defects only.

This period does not include:

• New features
• Enhancements or modifications
• Design revisions
• Performance optimization
• Third-party integration changes
• Platform or API updates outside Company control

Any additional work shall be handled under the Change Order process and billed at the Company's then-current rates.

7. Quality Assurance, Warranties & Disclaimers

7.1 Testing

The Company shall perform commercially reasonable testing prior to Delivery.

The Client acknowledges that software is complex and may contain defects or errors that are not discovered during testing.

The Company does not warrant that deliverables will be completely error-free.

7.2 Limited Post-Delivery Warranty

Subject to Section 6 (Delivery & Acceptance), the Company will correct verified material defects reported within the fourteen (14) day post-launch support period at no additional cost.

This limited warranty applies only to defects causing the deliverable to materially fail to conform to the agreed Scope of Work.

This warranty does not cover:

• Changes in third-party APIs or platforms
• Hosting or infrastructure failures
• Client modifications or third-party alterations
• Improper use or misuse of the deliverable
• Performance optimization unless explicitly included in the SOW
• Security breaches resulting from third-party services or client-side vulnerabilities

7.3 No Performance Guarantees

The Company does not guarantee:

• Revenue
• Sales
• User adoption
• Search engine rankings
• App marketplace approval
• Platform growth
• Conversion rates
• Business outcomes of any kind

The Client acknowledges that results depend on numerous external factors outside the Company's control.

7.4 Third-Party Dependencies

Deliverables may rely on third-party platforms, APIs, hosting providers, payment processors, marketplaces, or other services.

The Company is not responsible for:

• Changes to third-party services
• API limitations or pricing changes
• Platform suspensions
• Account terminations
• Service outages
• Policy changes

7.5 Disclaimer of Warranties

Except as expressly stated in this Agreement, all services and deliverables are provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Data accuracy or security

The Client assumes full responsibility for the use of the deliverables in its business operations.

8. Client Responsibilities

8.1 Assets & Content: The Client must provide accurate content, data, and assets with the necessary rights/licenses.

8.2 Feedback: The Client agrees to provide prompt feedback and approvals.

8.3 Backups: The Client is responsible for maintaining backups of any data or content provided.

9. Change Requests

9.1 Scope Creep: Any requests beyond the agreed scope must be submitted in writing and are subject to additional costs.

9.2 Change Orders: Additional work will be billed at the Company's then-current hourly or project rates.

10. Support & Maintenance

10.1 Post-Launch Support: Unless otherwise agreed, ongoing support and maintenance are not included.

10.2 Optional Retainers: Extended support packages may be provided under a separate retainer or subscription.

11. Confidentiality

11.1 Both parties shall protect confidential information shared during the project.

11.2 This obligation shall survive termination of the Agreement.

12. Indemnification

12.1 By Client: The Client shall indemnify and hold harmless Zera Software Studio against any claims, damages, or losses arising from:

• Client-provided content or assets.
• Misuse of deliverables by the Client or third parties.
• Violations of applicable laws/regulations in the Client's use of the deliverables.

13. Limitation of Liability

13.1 Maximum Liability: The Company's total liability shall not exceed fees paid by the Client in the 3 months prior to the claim.

13.2 No Consequential Damages: The Company shall not be liable for indirect, incidental, or consequential damages, including lost profits, business interruptions, or data loss.

13.3 Third-Party Dependencies: The Company shall not be responsible for failures caused by third-party APIs, platforms, or services (e.g., Apple App Store, Google, Stripe, Twilio).

14. Client Compliance Responsibility

The Client is solely responsible for ensuring that its business operations, content, data collection practices, marketing activities, and use of the deliverables comply with all applicable laws and regulations, including but not limited to privacy laws, data protection regulations, marketing consent laws, consumer protection laws, and industry-specific regulations.

The Company does not provide legal advice and makes no representation or warranty that the deliverables comply with any specific regulatory framework unless expressly stated in the applicable Statement of Work (SOW).

The Client agrees to indemnify and hold harmless the Company from any claims, damages, penalties, fines, or liabilities arising from the Client's failure to comply with applicable laws or regulations.

15. Hosting, Infrastructure & Service Availability

If the Company provides hosting, SaaS access, infrastructure management, or ongoing system availability, the Client acknowledges that:

• Continuous, uninterrupted, or error-free service is not guaranteed
• Temporary downtime may occur due to maintenance, updates, infrastructure issues, security events, or third-party service interruptions
• The Company is not responsible for outages, disruptions, suspensions, pricing changes, or policy changes of third-party hosting providers, cloud services, APIs, or marketplaces

The Company shall not be liable for data loss, service interruptions, or downtime beyond the limitations set forth in Section 13 (Limitation of Liability).

Unless expressly stated otherwise in the SOW, the Client is responsible for maintaining independent backups of critical data.

16. Time Limitation on Claims

Any claim, dispute, or cause of action arising out of or relating to this Agreement or the services provided must be brought within six (6) months from the date the cause of action arises.

Failure to bring a claim within this period shall constitute a permanent waiver of such claim.

17. Independent Contractor

The Company is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

18. Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

19. Dispute Resolution

19.1 Good Faith Resolution: Parties shall first attempt to resolve disputes informally.

19.2 Arbitration: If unresolved, disputes shall be settled by binding arbitration in Ontario, Canada. The Client waives the right to jury trials or class actions.

19.3 Governing Law: This Agreement shall be governed by the laws of Ontario, Canada.

20. Marketing & Portfolio Use

20.1 The Company may showcase the project in its portfolio or marketing materials unless the Client expressly prohibits this in writing.

21. Force Majeure

The Company shall not be held liable for failure to perform due to unforeseen events outside its control, including but not limited to natural disasters, cyberattacks, government restrictions, or pandemics.

22. Entire Agreement

This Agreement, together with any SOWs or addenda, constitutes the entire understanding between the parties and supersedes all prior agreements.