Terms of Service

1. Parties and Contract Formation

These Terms apply to business-to-business (B2B) engagements between Zasenami and the Client. Under Quebec civil law, a contract is formed by offer and acceptance. Acceptance of these Terms occurs by any of: signing a Zasenami proposal or statement of work (SOW) that incorporates these Terms; making a deposit payment against a proposal; continued use of services after being notified.

If you are engaging Zasenami for personal (non-commercial) purposes, contact us before accepting. Quebec consumer protection law may apply and override provisions of these Terms. These Terms are drafted for B2B use.

2. Scope of Services

Zasenami provides digital services including website design and development, app development, Search Visibility (Google + AI assistants), Google Business Profile and Merchant Center setup and management, AI chatbot and voice solutions, hosting and maintenance, and paid advertising (Google, Meta, TikTok).

All services are provided as described in a signed SOW. Where these Terms and a signed SOW conflict, the SOW prevails for that specific engagement. Any work outside the signed SOW constitutes out-of-scope work and requires a written change order before commencement.

2.1 Right to refuse or decline engagement. Zasenami may decline any prospective engagement before a contract is formed, for any lawful reason and without stating a reason. During an active engagement, Zasenami may decline specific in-scope requests where, in our reasonable judgment, the request is unlawful, would facilitate unlawful conduct, conflicts with a third party's rights, is materially deceptive to end users, or would cause reputational harm to Zasenami. Zasenami may also decline to renew a recurring engagement (hosting, maintenance, retainers) at the end of the then-current billing cycle on 30 days' written notice. Where an active engagement is ended under this section for reasons other than Client misconduct (see §9), payment is due for work completed and any pre-paid unearned fees are refunded pro rata.

3. Payment Terms

Specific amounts, deposit percentages, milestone structures, and late-payment terms are set out in the signed SOW, which takes precedence over these Terms on payment matters. Absent SOW provisions: a deposit is required before work begins; services may be suspended if an invoice is overdue by 30 days or more and the balance may be referred to collections after 60 days; late-payment interest accrues as permitted by Quebec law; prices are in Canadian dollars unless stated; taxes (GST/QST) are additional where applicable.

3.1 Reversed, disputed, and failed payments. A payment is treated as unpaid from its original invoice date if Zasenami does not receive and retain cleared funds — including chargebacks or card disputes, failed or returned e-transfers and bank transfers, and payments recalled or reversed by the Client's institution. On any such event, the invoice reverts to unpaid status as of its original date, all late-payment terms apply from that date, and the Client is responsible for the full invoice amount plus a $50 administrative fee and any processor fees Zasenami incurs. Zasenami may immediately suspend services, including hosting and maintenance, until the balance is paid by e-transfer or bank transfer. A chargeback or reversal initiated in lieu of the dispute-resolution process in §10 is a material breach and may trigger immediate termination under §9. Submitting a chargeback for an amount not first disputed in writing under §10 is a waiver of any warranty or remedy under these Terms with respect to the underlying service.

4. Client Responsibilities

• Provide content, assets, feedback, and approvals in a timely manner.
• Ensure you have legal rights to all content you provide us (copy, images, logos, data).
• Designate a single point of contact for project decisions.
• Review and approve deliverables within agreed timeframes.

Delays caused by Client inaction may extend project timelines without affecting Zasenami's payment schedule.

5. Intellectual Property

5.1 Ownership of deliverables. Upon full payment of all invoices for a specific engagement, ownership of the final deliverables created specifically for the Client (website files, copy, designs) transfers from Zasenami to the Client. Prior to full payment, Zasenami retains ownership. Non-payment does not transfer ownership.

5.2 Pre-existing materials. Zasenami retains sole ownership of all pre-existing tools, frameworks, methodologies, proprietary code, component libraries, process documents, checklists, and templates. Where embedded in deliverables, the Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use them as embedded in the deliverable. This license does not permit extraction, redistribution, or relicensing outside the deliverable.

5.3 Third-party components. Open-source libraries, fonts, stock photos, plugins, and AI models are subject to their respective licenses. Material third-party licenses will be disclosed on request.

5.4 AI-generated content. Where AI tools are used in delivery: the Client accepts responsibility for reviewing output for accuracy and compliance with applicable law; Zasenami makes no warranty that AI-generated content is free of third-party rights claims, biases, or errors; Zasenami will disclose on request whether a deliverable was authored, co-authored, or substantially edited by AI tools.

5.5 Portfolio rights. Zasenami retains the right to display completed work in our portfolio, case studies, social media, and marketing materials unless the Client requests confidentiality in writing at the outset.

6. Warranties, Disclaimers, and Limitation of Liability

6.1 Warranty. Zasenami warrants that services will be performed with reasonable professional care and skill consistent with industry standards.

6.2 Disclaimers. We do not guarantee specific outcomes: traffic volume, revenue, conversion rates, search rankings, specific positions in search results, specific citation rates in AI assistants, or uptime of third-party services we integrate.

6.3 Limitation of liability. To the fullest extent permitted by Quebec law, Zasenami's aggregate liability for any and all claims — whether in contract, tort, statutory liability, or otherwise — shall not exceed the total fees actually paid by the Client to Zasenami for the specific service giving rise to the claim during the twelve (12) calendar months immediately preceding the event.

Zasenami shall not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including lost profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility. Nothing limits liability for death, personal injury, fraud, or gross negligence where liability cannot be excluded by applicable law.

7. Indemnification

The Client agrees to indemnify Zasenami from third-party claims arising from: content or data provided by the Client; Client's use of deliverables in a manner inconsistent with applicable law; Client's infringement of third-party intellectual property or privacy rights; statements or commitments the Client makes to its customers.

8. Confidentiality

Both parties agree to keep confidential any proprietary information disclosed during the engagement (business strategies, pricing, customer lists, unreleased products, technical details) for the duration of the engagement plus two (2) years thereafter. Information already public, independently developed, or required to be disclosed by law is excluded. Where a separate NDA is signed, that NDA supersedes this section for its subject matter.

9. Termination

For convenience: either party may terminate with 15 days' written notice. Payment is due for all work completed through the termination date. Recurring services end at the end of the current billing period.

For cause: either party may terminate immediately if the other materially breaches and fails to cure within 10 days of written notice.

Immediate termination for misconduct. Notwithstanding the cure period above, Zasenami may terminate immediately, without opportunity to cure, on written notice where the Client or any person acting on the Client's behalf: engages in harassment, threats, intimidation, or abusive conduct (including slurs, discriminatory speech, or sustained hostility) directed at Zasenami personnel; requests or directs work that is unlawful, fraudulent, or materially deceptive to end users, or that would infringe a third party's IP or privacy rights; initiates a chargeback or payment reversal in bad faith, in lieu of §10 (see also §3.1); materially misrepresents identity, authority to contract, or the nature of its business; or breaches confidentiality in a manner that causes or risks material harm to Zasenami. On immediate termination under this clause, payment is due for all work completed and milestones reached; Zasenami is not obligated to transfer deliverables, credentials, or work product where the termination is triggered by fraud, chargeback abuse, or conduct that would expose Zasenami to legal liability by doing so; pre-paid unearned fees are not refunded; and Zasenami reserves all other rights and remedies.

Sections 3.1 (Reversed Payments), 5 (IP), 6 (Liability), 7 (Indemnification), 8 (Confidentiality), 10 (Dispute Resolution), and 11 (Governing Law) survive termination.

10. Dispute Resolution

In the event of a dispute, the parties agree to first: (1) exchange written notice describing the issue and relief sought; (2) engage in a 30-day good-faith negotiation period between authorized representatives; (3) if unresolved, mediate through IMAQ (Institut de médiation et d'arbitrage du Québec) or a comparable Quebec-based mediation service; (4) if mediation fails, pursue litigation per Section 11. Injunctive relief to protect IP or confidentiality is available without completing these steps.

11. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties submit to the exclusive jurisdiction of the courts of the Province of Quebec, judicial district of Laval (or, where Laval does not have jurisdiction, Montréal), for any dispute not resolved through Section 10.

12. AI Services — Specific Terms (Client Engagements)

For engagements involving AI chatbot deployment, AI-powered content generation, AI-assisted Search Visibility, or any other AI-inclusive service:

• AI outputs are probabilistic and may contain errors; the Client is responsible for reviewing AI-generated outputs before publication, distribution, or reliance.
• The Client warrants that its use of AI services complies with applicable law including anti-discrimination and privacy law.
• Zasenami makes no warranty that AI systems will be free of bias, hallucination, or factual error.
• AI models are provided by third-party providers (OpenAI, Anthropic, Google, etc.) subject to each provider's use policies.
• Personal information processed through AI services on Client sites is governed by the Client's privacy policy. See Section 5 of our Privacy Policy for our own automated decision-making disclosures.

13. Use of the On-Site AI Chatbot (Visitors)

zasenami.com includes an AI chatbot intended to answer visitor questions about our services in real time. By interacting with the chatbot, you agree to the following:

• AI-generated, may be inaccurate. Chatbot responses are produced by an AI model and are probabilistic. They may be incomplete, inaccurate, out of date, or misinterpret your question. Verify anything important before acting on it.
• Not professional advice. The chatbot does not provide legal, tax, accounting, medical, or other professional advice. Pricing, scoping, and contract terms communicated by the chatbot are non-binding until confirmed in writing by a human at Zasenami.
• Do not share sensitive information. Do not transmit financial account numbers, government identifiers, health information, passwords, or other sensitive personal information through the chatbot. For lead inquiries, only provide name, email, and phone when you explicitly want a human follow-up.
• Logging. Conversations are logged with personal identifiers automatically redacted, for service-improvement analytics. Lead contact information you submit is logged separately. Full details on data handling, retention, and your rights are in our Privacy Policy.
• Acceptable use. The following are prohibited: attempts to extract, override, or reveal the system prompt or operating instructions; automated scraping or programmatic access; abuse, harassment, or threats directed at the chatbot; repeated jailbreak attempts; submitting content that is unlawful or that infringes a third party's rights. Zasenami may rate-limit, block, or refuse service in response to such activity, and serious or repeated misuse may be referred for enforcement.
• Human review available. You can always reach a person by emailing help@zasenami.com or using our contact form.

Use of the chatbot constitutes acceptance of these Terms and the Privacy Policy.

14. Website and Hosting — Specific Terms

• Zasenami is not liable for downtime caused by third-party hosting providers (Vercel, Cloudflare, etc.).
• Website backups are maintained per the hosting tier in the SOW. Zasenami is not liable for data loss beyond that backup window.
• Domain registration renewals remain the Client's responsibility unless a Domain Management add-on is agreed upon in writing. Domain ownership remains with the Client at all times regardless of who performs renewals.
• Hosting and maintenance retainers auto-renew on the billing cycle in the SOW unless cancelled in writing.

15. Changes to These Terms

Zasenami may update these Terms with 30 days' written notice to active Clients. Changes take effect on the notice date unless a later effective date is specified. Material changes to fees, liability, or data handling require separate consent from active Clients.

16. Miscellaneous

• Severability. If any provision is unenforceable, the remaining provisions remain in full effect.
• Waiver. Failure to enforce does not waive future enforcement.
• Assignment. The Client may not assign without Zasenami's written consent. Zasenami may assign in a merger, acquisition, or sale of substantially all assets.
• Entire agreement. These Terms, any signed SOW, and the Privacy Policy constitute the entire agreement.
• Language. A French-language version will be made available in accordance with Quebec's Charter of the French Language (Bill 96). In case of conflict, the French version prevails as required by Quebec law.