Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Zedtronix LLC ("Zedtronix," "Company," "we," "our," or "us") and you ("Client," "you," or "your") governing your use of our website at zedtronix.vercel.app (the "Site") and all services we provide, including but not limited to web design and development, AI integration, SEO, branding, social media marketing, mobile app development, and related digital services (collectively, "Services").

By accessing our Site, submitting an inquiry, or entering into a service agreement with Zedtronix, you confirm that you:

1. Are at least 18 years of age.
2. Have the legal authority to enter into binding contracts.
3. Have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use our Site or engage our Services.

2. Services

2.1 Scope of Services

Zedtronix provides the following categories of digital services:

• Web Design & Development — Custom websites, landing pages, SaaS platforms, e-commerce solutions.
• AI Integration Services — Agentic AI systems, chatbots, LLM integrations, workflow automation.
• AI-Powered SEO — Technical SEO audits, content strategy, keyword research, on-page and off-page optimization.
• Branding & Design — Brand identity, logo design, visual systems, UI/UX design.
• Social Media Marketing — Strategy, content creation, campaign management across Instagram, LinkedIn, TikTok, and other platforms.
• Games & App Development — iOS and Android mobile applications, interactive experiences.
• 2D & 3D Animation — Motion graphics, explainer videos, product animations.
• AI Chatbots & Agents — Custom conversational AI for customer support, lead generation, and automation.
• Business Process Outsourcing (BPO) — AI-augmented business process management, lead generation, and workflow automation.

2.2 Service Agreements

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (SOW), Project Proposal, or Service Agreement executed between Zedtronix and the Client. In the event of any conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail.

2.3 Modifications to Services

Zedtronix reserves the right to modify, suspend, or discontinue any Service (or portion thereof) at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of Services, except as specified in a signed Service Agreement.

3. Client Responsibilities

To enable Zedtronix to deliver Services effectively, you agree to:

• 3.1 Provide accurate, complete, and timely information, materials, assets, credentials, and feedback as reasonably required by Zedtronix.
• 3.2 Ensure that any content, materials, trademarks, images, or data you provide to Zedtronix for use in delivering Services does not infringe any third-party intellectual property rights, violate any applicable law, or contain any malicious code.
• 3.3 Designate an authorized representative with the authority to make decisions and approve deliverables on your behalf.
• 3.4 Review and approve or request revisions to deliverables within the timeframes specified in the applicable Service Agreement. Delays in Client feedback or approvals may result in project timeline extensions, which shall not constitute a breach by Zedtronix.
• 3.5 Maintain the confidentiality of any login credentials, API keys, or access tokens provided by or through Zedtronix.

4. Fees, Payment & Invoicing

4.1 Fees

All fees are as agreed in the applicable Service Agreement, Project Proposal, or invoice. Fees may be quoted in USD, GBP, PKR, or SAR depending on the agreed currency.

4.2 Payment Terms

Unless otherwise specified in writing:

• A deposit of 50% of the total project fee is due before work commences.
• The remaining 50% is due upon project completion, prior to final delivery or deployment.
• For retainer or ongoing service engagements, invoices are issued monthly in advance and are due within 14 days of the invoice date.

4.3 Late Payments

Invoices not paid within the agreed payment terms will incur a late fee of 1.5% per month (or the maximum permitted by applicable law, whichever is lower) on the outstanding balance. Zedtronix reserves the right to suspend Services on overdue accounts until payment is received.

4.4 Disputed Invoices

If you believe an invoice is incorrect, you must notify us in writing within 7 days of the invoice date, specifying the disputed amount and reason. Undisputed portions of invoices remain due on their original payment date.

4.5 Taxes

All fees are exclusive of applicable taxes, including VAT, sales tax, withholding tax, or any other applicable levies. The Client is responsible for any taxes applicable in their jurisdiction.

4.6 Refunds

Due to the bespoke nature of our Services, fees paid for work already commenced are generally non-refundable. Refund eligibility, if any, is governed by the specific terms of your Service Agreement.

5. Intellectual Property

5.1 Client-Owned Materials

All content, logos, trademarks, data, and materials you provide to Zedtronix remain your exclusive property. You grant Zedtronix a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed Services.

5.2 Deliverables — Ownership Upon Full Payment

Upon receipt of full payment of all fees due under the applicable Service Agreement, Zedtronix assigns to the Client all right, title, and interest in and to the final, agreed deliverables, including any custom code, designs, and content created specifically for the Client, subject to Section 5.3 below.

5.3 Zedtronix Retained Rights

Notwithstanding Section 5.2, Zedtronix retains ownership of:

• All pre-existing intellectual property, tools, frameworks, libraries, methodologies, templates, and proprietary processes used in delivering the Services ("Background IP").
• Any general-purpose tools, AI models, or software developed during the engagement that are not Client-specific.
• The right to use anonymized or aggregated data derived from the project for internal research and service improvement.

Zedtronix grants the Client a perpetual, royalty-free, non-exclusive license to use any Background IP embedded in the deliverables solely in connection with the Client's use of those deliverables.

5.4 Portfolio Rights

Unless expressly prohibited in writing, Zedtronix reserves the right to display and reference work completed for the Client in our portfolio, website, case studies, social media, and marketing materials, including the Client's name and logo, for promotional purposes.

5.5 Third-Party Components

Some deliverables may incorporate third-party open-source software, stock assets, fonts, or APIs. These remain subject to their respective licenses. Zedtronix will disclose material third-party dependencies and the Client is responsible for compliance with those licenses.

6. Confidentiality

6.1 Mutual Confidentiality

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services, including but not limited to business strategies, technical specifications, pricing, client data, and proprietary processes.

6.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure.
• Is independently developed by the receiving party without reference to the Confidential Information.
• Is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party, to the extent legally permissible).

6.3 Duration

Confidentiality obligations survive termination of these Terms or any Service Agreement for a period of 3 years.

7. Warranties & Representations

7.1 Zedtronix Warrants That:

• We have the right and authority to enter into and perform obligations under these Terms.
• Services will be performed with reasonable skill, care, and diligence by qualified professionals.
• Deliverables, to our knowledge, will not infringe any third-party intellectual property rights at the time of delivery.

7.2 Client Warrants That:

• You have the right and authority to enter into these Terms.
• All materials, content, and data you provide are legally owned or licensed by you and do not infringe any third-party rights.
• You will use our deliverables and Services in compliance with all applicable laws and regulations.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ZEDTRONIX PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT SPECIFIC BUSINESS RESULTS (SUCH AS SEARCH RANKINGS, REVENUE GROWTH, OR CONVERSION RATES) WILL BE ACHIEVED.

8. Limitation of Liability

8.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZEDTRONIX'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ZEDTRONIX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL ZEDTRONIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR REPUTATIONAL HARM, EVEN IF ZEDTRONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

Nothing in these Terms limits liability for: (a) death or personal injury caused by gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Zedtronix, its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or any Service Agreement.
• Your use of the deliverables or Services in a manner not authorized by these Terms.
• Content or materials you provided that infringe third-party rights or violate applicable law.
• Your violation of any applicable law or regulation.

10. Term & Termination

10.1 Term

These Terms remain in effect for as long as you use the Site or have an active Service engagement with Zedtronix.

10.2 Termination by Client

You may terminate a Service engagement with 30 days' written notice to Zedtronix. All fees for work completed up to the termination date, including any non-recoverable third-party costs committed on your behalf, remain due and payable.

10.3 Termination by Zedtronix

We may suspend or terminate Services and/or your access to the Site immediately, without notice, if:

• You materially breach these Terms or a Service Agreement and fail to cure such breach within 14 days of written notice.
• You fail to make payments when due.
• You use our Services for any unlawful purpose.
• Continued performance would require Zedtronix to violate applicable law.

10.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party shall return or destroy the other's Confidential Information; (c) Zedtronix will deliver any completed deliverables for which full payment has been received; (d) Sections 5, 6, 7.3, 8, 9, 10.4, 12, and 13 shall survive termination.

11. Acceptable Use

You agree not to use our Site or Services to:

• Violate any local, national, or international law or regulation.
• Transmit any material that is unlawful, defamatory, obscene, fraudulent, or infringes any third-party rights.
• Introduce viruses, malware, or any other malicious code.
• Attempt to gain unauthorized access to our systems or data.
• Engage in any conduct that could damage, disable, or impair our Site or servers.
• Reverse engineer, decompile, or disassemble any software or tools we provide.
• Use our Services to compete with Zedtronix or resell our Services without prior written consent.

12. Governing Law & Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

For Clients based in the United Kingdom, applicable UK consumer or business protection laws shall apply to the extent required by law.

For Clients based in Pakistan or the GCC, the parties acknowledge that these Terms are primarily governed by Florida law, but we commit to good-faith resolution of any disputes in accordance with the principles above.

12.2 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations. Either party may initiate this process by sending written notice to the other describing the dispute in reasonable detail. The parties shall have 30 days from such notice to reach a resolution.

12.3 Arbitration (for US-Based Clients)

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Miami, Florida, USA. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.

12.4 Jurisdiction (for Non-US Clients)

Clients outside the USA consent to the exclusive jurisdiction of the courts of Miami-Dade County, Florida, USA for any disputes not subject to arbitration, without prejudice to mandatory local law protections.

12.5 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable Service Agreement, SOW, or Project Proposal, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements.

13.2 Amendments

We may update these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date and, where appropriate, by email notification. Continued use of our Services after such changes constitutes acceptance of the updated Terms.

13.3 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of the right to enforce such provision in the future.

13.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond their reasonable control, including but not limited to natural disasters, war, strikes, government restrictions, pandemics, or failures of third-party telecommunications or internet infrastructure. The affected party must notify the other promptly and use commercially reasonable efforts to resume performance.

13.6 No Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between Zedtronix and the Client. Both parties are independent contractors.

13.7 Assignment

You may not assign your rights or obligations under these Terms without Zedtronix's prior written consent. Zedtronix may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to you.

13.8 Notices

All formal notices under these Terms must be in writing and delivered via:

• Email (with confirmation of receipt); or
• Registered mail or courier to the addresses specified in the applicable Service Agreement.

14. Contact Us

For questions about these Terms, please contact:

*These Terms of Service are provided for informational purposes as of the effective date above. They do not constitute legal advice. Zedtronix recommends consulting a qualified attorney in your jurisdiction before entering into any binding agreement.*