TERMS & CONDITIONS

1. Agreement to Terms

By accessing and using the Zephra website (zephra.tech) and engaging our services, you accept and agree to be bound by the terms and provisions of this agreement. If you do not agree to these terms, please do not use our services.

2. Engagement & Services

Zephra Ltd ("the Consultancy") provides AI automation, workflow optimisation, and digital consulting services. By engaging our services, you agree to:

• Provide accurate and complete information necessary for service delivery.
• Grant appropriate access permissions required for building integrations.
• Review and approve deliverables within agreed timeframes.
• Make timely payment according to the agreed fee structure.

Specific project terms, including scope, timeline, and fees, will be outlined in a separate Statement of Work (SOW) or Service Agreement.

3. Intellectual Property

Client Ownership: Upon full payment, the Client owns all custom code, workflows, and specific automation logic built exclusively for their project.

Zephra Retention: We retain ownership of:

• General automation frameworks, templates, and reusable components.
• Pre-existing tools, libraries, and proprietary technology.
• Knowledge and methodologies gained during the engagement.

Both parties may use general know-how and experience for future projects without restriction.

4. Confidentiality & Data Privacy

We take confidentiality seriously:

• All client information is treated as strictly confidential.
• We will never disclose your proprietary data, business processes, or automation workflows to third parties without explicit consent.
• We adhere to UK GDPR and will never use your data to train public AI models.
• All team members are bound by confidentiality agreements.

5. Fees & Payment Terms

Project Fees: As outlined in individual proposals and Statements of Work.

Standard Payment Terms:

• 50% deposit required to commence work.
• Remaining 50% due upon project completion, prior to final delivery.
• Payment due within 14 days of invoice date.

Retainer Clients: Monthly retainer invoices are issued on the 1st of each month, with payment due within 14 days.

Late Payments: Interest of 2% per month may be charged on overdue balances.

6. Timelines & Delivery

While we strive to meet all agreed deadlines, please note:

• Project timelines are estimates and may be adjusted based on scope changes or client feedback delays.
• Delays caused by client-side decisions or lack of response may extend the project timeline.
• We will notify you promptly if any timeline adjustments become necessary.

7. Limitation of Liability

Our liability is limited as follows:

• Our total liability shall not exceed the total fees paid for the specific project in question.
• We are not liable for any indirect, consequential, or special damages, including lost profits.
• We are not liable for issues arising from third-party services, APIs, or platforms beyond our control.
• We are not liable for data loss due to client-side errors or insufficient backups.

8. Termination

By Client: You may terminate the engagement with 14 days written notice. Payment is due for all work completed up to the termination date.

By Zephra: We reserve the right to terminate services if:

• Payment is overdue by more than 30 days.
• Client fails to provide necessary cooperation or information.
• Conduct that makes continued engagement untenable.

9. Third-Party Services

Our services may involve integrations with third-party platforms (CRMs, email providers, APIs, etc.). You acknowledge that:

• We are not responsible for the availability, functionality, or terms of third-party services.
• You are responsible for maintaining your accounts and subscriptions with third-party providers.
• Any issues arising from third-party platform changes or API updates are outside our liability.

10. Governing Law

These terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Contact

For questions about these terms, contact:

Email: contact@zephra.tech

Post: Zephra Ltd, London, United Kingdom