Professional Services Terms

The agreement consists of the accepted proposal, order form or statement of work, these terms, the DPA where applicable and referenced schedules. The engagement document controls for scope, fees, timing, acceptance criteria and expressly negotiated terms.

Zephior provides the services stated in the engagement document with reasonable skill and care. Services may be offered under the Zelius, Zeke or Zenith brands, but only the accepted engagement document defines the actual scope and deliverables. Third-party portal operations may be included only where the engagement document, portal rules and applicable requirements permit them.

The client will provide timely decisions, access, accurate information, authorized personnel and suitable test environments. The client remains responsible for business decisions, legal and compliance review, pricing, declarations, final approval, actions reserved to the client or an authorized signatory, and use of deliverables. Where expressly included and permitted, Zephior may perform operational portal actions through submission. Delays or rework caused by missing dependencies may change the schedule and fees.

Either party may propose a change. Zephior is not required to perform material out-of-scope work until the parties agree the impact on deliverables, schedule and fees in writing.

Fees, currency, milestones, payment timing, applicable taxes and approved third-party costs are stated in the engagement document. Remedies for overdue undisputed amounts are governed by that document and applicable law.

Acceptance criteria, review periods and remedies are stated in the engagement document. The client will review deliverables under those terms and identify material non-conformities with reasonable detail. Zephior will address verified non-conformities as agreed and within scope.

Each party retains its pre-existing materials, tools, methods and know-how. Subject to full payment, the client receives the ownership or license to project deliverables stated in the engagement document. Zephior retains reusable tools, generic components, methods and improvements that do not contain client confidential information. Open-source and third-party components remain governed by their own licenses.

Each party will protect the other’s confidential information with reasonable care, use it only for the engagement and disclose it only to people and providers who need it and are bound by suitable duties. Standard exclusions apply to information independently developed, already lawfully known, public without breach or required to be disclosed by law.

During an active fee-bearing engagement, the client grants Zephior a non-exclusive, royalty-free right to use the client’s name and unmodified logo solely to identify the client as a customer of Zephior or the applicable service brand on Zephior’s website, customer lists and sales materials, subject to the client’s reasonable trademark guidelines. The client may opt out at any time by notifying legal@zephior.com. Zephior will then stop new use and remove existing digital use within ten business days. Any case study, testimonial, quotation, usage metric, press release, paid advertisement or detailed description of the relationship requires the client’s prior written approval. A proposal, order form, statement of work, MSA or NDA containing different publicity terms controls.

The Privacy Policy covers Zephior’s controller processing. The DPA applies where Zephior processes personal data on client instructions. The client must not provide production credentials through ordinary email or chat. The parties will use an agreed secure channel and follow any project security schedule.

AI systems and automations can produce errors, unexpected behavior or incomplete output. Zephior will test according to the agreed scope, but the client must maintain appropriate human review, permissions, monitoring and fallback procedures for consequential decisions and production use.

Zephior warrants that services will be performed with reasonable skill and care. Unless expressly stated, Zephior does not guarantee a procurement win, revenue result, uninterrupted automation or error-free software. Third-party services and client-controlled systems are outside Zephior’s control.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or lost profits or revenue. Aggregate liability arising from an engagement is limited to fees paid or payable under the affected engagement in the twelve months before the event. Limits do not apply where liability cannot lawfully be limited or to intentional misconduct.

Either party may terminate for an uncured material breach after reasonable written notice. The client will pay for work performed and committed non-cancellable costs through termination. Provisions intended to survive, including payment, confidentiality, intellectual property, data protection and liability, remain effective.

Swiss substantive law applies, excluding conflict rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Zug, Switzerland have exclusive jurisdiction, subject to mandatory law.