These terms and conditions outline the services and policies of Zenkoders for our clients. Please carefully read the following terms and conditions relating to your use of our online services (referred to as the “Service”). These terms will apply to “ALL” users, regardless of where you operate. Your accessing, viewing or using this website is and shall be on the condition that you agree to all provisions contained in these Terms of Use.
When we say “YOU” or “YOUR”, it refers to you as an individual. If you are registering to use the Service on behalf of a company or entity, that business accepts these terms. The words ‘you’ and ‘your’ also include that business.
1.1 Zenkoders is a software development company.
1.2 ‘Client’ means the individual or business contracting with Zenkoders.
1.3 “Project” means the software development project or any related services that Zenkoders is to provide.
1.4 ‘Deliverables’ means any work product, software, documentation, or other materials that Zenkoders is required to deliver as part of the project.
1.5 Intellectual property means any patents, trademarks, copyrights, trade secrets, or other rights with respect to intellectual property.
1.6 “Confidential Information” means any non-public, proprietary information that is designated as confidential by either party pertaining to the business or technical operations of such other party.
2.1 The “Client” engages with Zenkoders to provide software development services as detailed in the project scope and any associated statements of work.
2.2 Zenkoders will provide the resources and make commercially reasonable efforts to complete the project within the agreed timeframe on a ‘best effort basis’ (barring any delays/changes mutually agreed upon by both parties).
2.3 Zenkoders may contract subcontractors/third parties to carry out the services agreed to in the project if necessary.
3.1 Zenkoders shall specify or have the software specified in detail and agreed upon by both parties as per the project documentation for programming.
3.2 Changes in the scope of work must be put down in writing and approved by both parties (including any employee). Changes of this nature could carry additional costs, or the project timeline may need to be adjusted and fixed, so it is important to overlook them.
3.3 The Client will receive regular updates on the progress from Zenkoders and provide feedback accordingly, to ensure that all objectives of the Project are met
4.1 The client agrees to pay Zenkoders all fees for a project as specified in the project proposal or statement-of-work, effective as of the addendum date.
4.2 Payment terms shall be agreed upon between the parties and given in writing prior to the commencement of work, including any fees, upfront payments, milestone payments, or invoicing schedules.
4.3 We reserve the right to freeze services if any payment due is not made on the agreed-upon schedule. According to the law, all of our legal rights under applicable laws in the USA and other countries do lie within them.
5.1 Zenkoders solely retains all pre-existing material, content, and software that is created independently of the project.
5.2 Zenkoders grants the client a non-exclusive, non-transferable license to use the deliverables only for internal business purposes; the license cannot be sold without the parties’ prior written consent.
5.3 The deliverables may not be reproduced, recompiled, or altered in any other way by the client. The terminal is Zenkoder’s intellectual property, and the merchant does not have any shipping rights. All rights of ownership are reserved unless Zenkoders gives prior written consent.
6.1 Each party agrees to treat all confidential information provided by the other as if it were its own, and therefore, each such disclosure must be given maximum protection.
6.2 Aside from what is required by law, no confidential information will be disclosed to a third party without the disclosing party’s written consent.
6.3 The client hereby agrees that Zenkoders may use the name and logo, or create a similar one, to represent work with the client unless proven otherwise and mutually agreed upon in writing.
7.1 Zenkoders represents and warrants that deliverables conform to the specifications and are performed professionally, using all due diligence and respect for timelines made by either party individually at the time of commitment.
7.2 Software development is a complex process, and Zenkoders makes no warranties that there will be no errors in the software or that it will be error-free.
7.3 Zenkoders shall not be liable for any claim arising from or in connection with the project and/or deliverables over the fees paid by you, namely, the client, who placed an order from the service categories.
7.4 Zenkoders or any contributor will in no event be liable for indirect, incidental or consequential damages related to the Project (including but not limited to loss, profit, data, or business opportunities)
8.1 Either party may terminate the project or any related services by giving written notice to the other party.
8.2 In the case of termination, the client shall indemnify Zenkoders for all services provided and expenses incurred up to the date of termination.
8.3 As of the termination date, Zenkoders must give the client all completed deliverables. Provided that such delivery does not exceed any continuing payment obligations.
9.1 These terms & conditions are governed by and construed in accordance with the law.
9.2 Any dispute shall be resolved in good faith and negotiations between the parties arising from or relating to this project, and, if no solution can be found, the parties will resort to mediation or arbitration.
10.1 These conditions and any associated Statements of Work or project proposals constitute the entire agreement between Zenkoders and the client, superseding any previous agreements or understandings.
10.2 No amendments, modifications, or waivers to any provision of this Agreement shall be valid unless in writing and signed by the parties.
10.3 Zenkoders reserves the right to change or modify these terms and conditions without prior notice. You are a responsible customer who is required to only use our website or services after occasionally reviewing your usage regarding terms and conditions.
If you have any further questions or need more information, please feel free to contact our team at contact@zenkoders.com.
