Terms of Service

Scope of services

Zynothium designs, builds, and operates custom software — products, client portals, internal tools, AI features, and automation. The scope of each engagement, its deliverables, and its exclusions are defined in a written proposal, which forms part of these terms once accepted in writing.

Where a proposal and these terms conflict, the proposal governs for that engagement.

Proposals & payment

Proposals are fixed and state phases, durations, and fees before any commitment. Work begins once the proposal is accepted and any agreed initial invoice is paid.

Invoices are issued and payable on the schedule set out in the proposal. If an invoice remains unpaid past its due date, we may pause work after giving written notice until the balance is settled. Fees exclude applicable taxes, which are charged where required by law.

Intellectual property & ownership

Upon payment of the fees for a deliverable, you own the code and materials produced for your engagement. We work in your repositories and deploy to your infrastructure, so possession follows the work from the first week.

Pre-existing tools, templates, and know-how we bring to an engagement remain ours and are licensed to you, non-exclusively and perpetually, to the extent they are embedded in your deliverables. Open-source components remain governed by their own licenses.

Client responsibilities

Engagements assume timely access to the people, systems, and credentials the work depends on, and feedback on weekly increments within a reasonable time. Delays caused by missing access or feedback may shift the schedule set out in the proposal.

You are responsible for ensuring that the material and data you provide to us may lawfully be used for the engagement.

Confidentiality

Each party keeps the other’s non-public information confidential and uses it only for the engagement. This does not apply to information that is public, already lawfully known, or must be disclosed by law.

Confidentiality obligations survive the end of an engagement. Specific data-handling arrangements are documented per engagement where the work requires them.

Warranties & liability

We perform services with reasonable skill and care, and fix defects in deliverables reported during an engagement or an agreed warranty window at no charge. Beyond that, deliverables are provided as-is; software depends on third-party platforms and services we do not control.

Neither party is liable to the other for indirect or consequential loss, including lost profits or lost data. Our total liability for an engagement is capped at the fees you paid for that engagement. Nothing in these terms limits liability that cannot be limited by law.

Termination

Either party may end an engagement with written notice as set out in the proposal. On termination you pay for work performed up to the end date, and we hand over all work in progress, repositories, and documentation.

Because deliverables live in your infrastructure throughout, termination does not require a migration; access already sits with you.

Governing law

These terms are governed by the law of the jurisdiction in which Zynothium is established, unless the engagement proposal names a different governing law. Disputes are first addressed in good-faith discussion between the parties before any formal step.

Changes to these terms

We may update these terms from time to time; the version in force when a proposal is accepted governs that engagement. The date above reflects the latest revision.