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.

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; late-payment interest accrues as permitted by Quebec law; prices are in Canadian dollars unless stated; taxes (GST/QST) are additional where applicable.

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.

Sections 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

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. 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.

14. 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.

15. 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.