Terms of Service

Agreement to Terms

These Terms of Service ("Terms") govern your use of the ZestFuture Ltd. website and services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

Services

ZestFuture Ltd. provides custom software development, consulting, and related technology services. The specific scope, deliverables, timeline, and pricing for each project will be outlined in a separate Statement of Work (SOW) or service agreement.

Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for project completion
• Respond to requests for feedback and approvals in a timely manner
• Provide access to necessary systems, data, and personnel
• Make payments according to the agreed schedule
• Comply with all applicable laws and regulations

Payment Terms

Payment terms will be specified in your service agreement. Generally:

• Fixed-price projects: Payments are typically structured around milestones
• Time & materials: Invoiced bi-weekly or monthly based on actual hours worked
• Dedicated teams: Monthly retainer invoiced at the beginning of each month
• Late payments may incur interest charges and suspension of services

Intellectual Property

Client-Owned IP

Upon full payment, you will own all custom code, designs, and deliverables created specifically for your project. This includes source code, documentation, and related materials.

ZestFuture-Owned IP

We retain ownership of our pre-existing tools, frameworks, methodologies, and any general knowledge or techniques developed during the project. You receive a license to use these as part of your deliverables.

Confidentiality

Both parties agree to keep confidential information disclosed during the engagement confidential and not to disclose it to third parties without prior written consent. This obligation survives termination of the agreement.

Warranties and Disclaimers

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to specifications in the SOW
• We have the right to provide the services and deliverables

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZESTFUTURE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Termination

Either party may terminate the agreement:

• For convenience with 30 days written notice
• Immediately if the other party breaches a material term
• Immediately if the other party becomes insolvent

Upon termination, client shall pay for all work completed up to the termination date.

Dispute Resolution

Any disputes arising from these Terms or our services shall be resolved through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Toronto, Ontario, Canada, in accordance with the rules of the ADR Institute of Canada.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website. Your continued use of our services after such changes constitutes acceptance of the new Terms.

Contact Information

For questions about these Terms, please contact us: