TERMS & LEGAL CONDITIONS

Terms of Service

Effective Date: July 26, 2026

These Terms of Service govern your access to and use of Zerox software engineering services, AI integrations, custom software builds, and digital consulting solutions.

SOC2 Security Standards
100% IP Transfer on Payment
99.9% Uptime SLA Target
Comprehensive NDA Protection

1. Acceptance of Terms & Scope

In Plain English:

By engaging Zerox for custom software development, AI solutions, or accessing our services, you agree to these legal terms and conditions.

Official Legal Terms:

These Terms of Service ("Agreement") constitute a legally binding agreement between Zerox ("Company", "we", "us", or "our") and the client ("Client", "you", or "your"). By executing a Statement of Work (SOW), accessing our platforms, or utilizing our software services, you acknowledge that you have read, understood, and agreed to be bound by these terms.

2. Services & Statements of Work (SOW)

In Plain English:

Specific project deliverables, milestones, timelines, and budgets are defined in individual Statements of Work signed by both parties.

Official Legal Terms:

All engineering, consulting, and design services provided by Zerox shall be specified in one or more Statements of Work (SOW) executed by authorized representatives of both parties. Each SOW shall incorporate these Terms of Service by reference. In the event of a conflict between an executed SOW and these Terms, the SOW shall govern for that specific project scope.

3. Intellectual Property & Code Ownership

In Plain English:

Upon full payment of project invoices, you own 100% of the custom software source code, designs, and deliverables created specifically for you.

Official Legal Terms:

Subject to full payment of all applicable fees, Zerox hereby assigns to Client all right, title, and interest in and to custom software, deliverables, user interfaces, and code written specifically for Client under an active SOW. Zerox retains ownership of pre-existing background code, core libraries, and reusable agency components, for which Client receives a perpetual, royalty-free license.

4. Client Responsibilities & Data Provision

In Plain English:

Clients agree to provide timely feedback, required asset approvals, credentials, and accurate information necessary for project execution.

Official Legal Terms:

Client agrees to cooperate reasonably with Zerox, providing timely access to necessary documentation, credentials, feedback, and technical stakeholders required for project completion. Delays resulting from Client's failure to provide required input may result in adjusted project timelines and delivery schedules.

5. Payment Terms, Billing & Invoicing

In Plain English:

Invoices are issued according to project milestones or monthly retainer schedules. Invoices are due within 14 days of receipt.

Official Legal Terms:

Fees and payment schedules shall be outlined in the applicable SOW. Invoices are due within 14 calendar days from the date of invoice. Late payments are subject to a late fee of 1.5% per month or the maximum rate permitted by law. Zerox reserves the right to suspend active project development if invoices remain unpaid past 30 days.

6. Warranties, SLAs & Bug Fixes

In Plain English:

We warrant that our software is delivered professionally. All projects include a 30-day post-launch warranty period for bug fixes.

Official Legal Terms:

Zerox warrants that services will be performed in a professional and workmanlike manner adhering to industry standards. Custom software builds include a 30-day warranty period following final acceptance to resolve non-conformities and critical software bugs without additional charge.

7. Confidentiality & Non-Disclosure (NDA)

In Plain English:

Both parties agree to strictly protect proprietary business data, trade secrets, project code, and customer information.

Official Legal Terms:

Both parties agree to maintain the strict confidentiality of all proprietary information, trade secrets, architecture diagrams, and financial data received during the engagement. Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law.

8. Limitation of Liability & Indemnification

In Plain English:

Neither party is liable for indirect or consequential damages. Maximum aggregate liability is limited to the total fees paid under the active SOW.

Official Legal Terms:

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, or punitive damages. The aggregate liability of Zerox arising out of or related to these Terms or any SOW shall not exceed the total amount paid by Client under the applicable SOW in the 12 months preceding the claim.

9. Term, Suspension & Termination

In Plain English:

Either party may terminate a project agreement with 30 days written notice. You pay only for work completed up to the termination date.

Official Legal Terms:

Either party may terminate an active SOW for convenience by providing 30 days written notice to the other party. Upon termination, Client shall pay for all work completed, milestones achieved, and non-cancellable expenses incurred prior to the effective date of termination.

10. Governing Law & Dispute Resolution

In Plain English:

These terms are governed by applicable commercial laws. Disputes will first be resolved through good-faith negotiation.

Official Legal Terms:

These Terms of Service and any SOW hereunder shall be governed by and construed in accordance with applicable commercial laws. Any dispute arising under this Agreement shall first be submitted to informal mediation in good faith prior to initiating legal proceedings.

11. Modifications to Terms

In Plain English:

We may update these terms to reflect legal updates. Continued use of our services after updates signifies your agreement.

Official Legal Terms:

Zerox reserves the right to update or modify these Terms of Service at any time. Notice of significant changes will be published on our website with an updated effective date. Continued engagement with our services following notice constitutes acceptance of the modified terms.

12. Contacting Our Legal Department

In Plain English:

Have questions about contract terms or enterprise agreements? Reach out directly to our legal team.

Official Legal Terms:

If you have questions regarding these Terms of Service or wish to request custom enterprise agreement modifications, please contact our Legal Department at [email protected].
ENTERPRISE GUARANTEES

Enterprise Terms at a Glance

Clear, transparent legal terms built for ambitious enterprise clients.

100% Code Ownership

Full assignment of custom source code and intellectual property upon invoice settlement.

Confidentiality & NDA

Strict non-disclosure commitments covering project data, IP, and business logic.

30-Day Bug Warranty

Post-launch warranty period guaranteeing free resolution of critical software defects.

Flexible Cancellation

Fair termination clauses with 30-day notice and payment only for verified completed work.

LEGAL & CONTRACTS DEPARTMENT

Need a Custom Enterprise SOW or MSA?

Our legal team works directly with corporate procurement and legal counsel to execute custom Master Services Agreements (MSAs).