Terms and Conditions
The agreement, in full.
These Terms are effective as of September 21, 2026. They apply to the business relationships and arrangements described in the source document.
1INTRODUCTION#
1.1Purpose#
1.1.1These Terms and Conditions (the Terms) set out the legal framework under which Zatics Intelligence supplies Services, Software and Systems to its business clients, and the rights and responsibilities of each party in that relationship.
1.1.2The Terms are intended to make the commercial relationship clear before work begins, to define how Scope, Fees, timelines, ownership, data and risk are managed, and to provide an orderly process for changes, approvals, payment and dispute resolution.
1.1.3The Services are supplied to organizations for business purposes. They are not supplied to individuals acting as consumers.
1.2Acceptance of Terms#
1.2.1The Client accepts these Terms by doing any of the following:
(a) signing an Agreement that incorporates or refers to these Terms;
(b) approving a Proposal, Blueprint or Change Order through the Client Portal, by email or by another electronic means, where that document refers to these Terms;
(c) issuing a purchase order that Zatics Intelligence accepts in writing; or
(d) authorizing the commencement of Services or accessing or using any Software, System or Client Portal supplied by Zatics Intelligence.
1.2.2The individual who accepts these Terms on behalf of the Client confirms that he or she has authority to bind the Client.
1.2.3Terms contained in a purchase order, vendor onboarding form, procurement policy or other document issued by the Client do not apply to the Services unless Zatics Intelligence expressly accepts them in a written document signed by an authorized representative of Zatics Intelligence.
1.3When These Terms Become Binding#
1.3.1These Terms become binding on the Client and Zatics Intelligence on the earliest of the events described in the preceding Section 1.2.
1.3.2A discussion, presentation, estimate or Proposal does not by itself create an obligation on Zatics Intelligence to perform a Project or on the Client to purchase Services. Zatics Intelligence is not required to begin a Project until an Agreement has been executed, the Blueprint has been approved where applicable, and any Upfront Fee that the Agreement makes a condition of commencement has been received.
1.3.3A Proposal remains open for acceptance for the period stated in it or, if no period is stated, for thirty (30) calendar days from its date of issue.
1.4Relationship Between These Terms and Individual Agreements#
1.4.1These Terms form the general framework for the relationship. Each engagement is documented in an Agreement that records the commercial particulars of that engagement, including the identity of the Client, the Fees, the Subscription Term and the Scope.
1.4.2Where the Client has more than one Project or License, these Terms apply to each of them separately. An Agreement may take the form of a master agreement supported by separate order forms, statements of work or license schedules.
1.4.3An Agreement may modify a provision of these Terms only if it identifies the Section being modified and states the modification expressly. A general statement that the Agreement prevails does not displace any Section of these Terms that is not identified.
1.5Effective Date#
1.5.1These Terms take effect on the Terms Effective Date. As between Zatics Intelligence and a particular Client, the version of these Terms in force on the Effective Date of the Agreement governs that Agreement for its duration, subject to Section 1.6.
1.6Updates to These Terms#
1.6.1Zatics Intelligence may update these Terms from time to time. An updated version will be published on the Client Portal or the official website, and Zatics Intelligence will notify the Client by email at least thirty (30) days before the updated version takes effect.
1.6.2An updated version applies to Agreements entered into on or after its effective date and to any renewal of a Subscription Term that begins on or after that date. It does not apply to a Project or Subscription Term already in progress under an existing Agreement unless:
(a) the Client agrees to it in writing;
(b) the change is required by Applicable Law, an order of a competent authority, or a mandatory requirement of a Third Party Service provider;
(c) the change is necessary to address a security risk; or
(d) the change does not materially reduce the Client's rights or materially increase the Client's obligations.
1.6.3Zatics Intelligence will maintain a record of each version in Section 39 and will provide earlier versions to the Client on request.
1.7Order of Precedence#
1.7.1The documents that make up the contractual relationship rank in the following order. If there is a conflict between two documents, the document ranked higher prevails to the extent of the conflict.
| Rank | Document | Governs |
|---|---|---|
| 1 | Executed Change Order | The subject matter of the change, from the effective date stated in the Change Order. |
| 2 | Signed Agreement, including order forms, statements of work and license schedules | Commercial terms, Fees, the Subscription Term, and any express modification of these Terms made in accordance with Section 1.4. |
| 3 | Approved Blueprint | Scope, Deliverables, functional and technical requirements, Acceptance Criteria, Milestones, the project timeline and the project price. |
| 4 | These Terms | All matters not addressed in a document ranked above. |
| 5 | Proposal | Only to the extent the Proposal is expressly incorporated into the Agreement or the Approved Blueprint. |
1.7.2Where two documents of the same rank conflict, the more specific provision prevails and, if the provisions are equally specific, the later dated document prevails.
1.7.3On approval of the Blueprint, the Approved Blueprint replaces the Proposal in respect of Scope, Deliverables, price and timeline. Estimates stated in the Proposal are superseded by the corresponding figures in the Approved Blueprint.
1.7.4Presentations, marketing materials, emails, meeting discussions and informal messages are not part of the Scope unless their content is recorded in the Agreement, the Approved Blueprint or a Change Order.
2DEFINITIONS#
2.1Defined Terms#
In these Terms, the following capitalized terms have the meanings given below. Each defined term is used with the same meaning throughout these Terms and in every document that incorporates them.
Acceptance means acceptance of a Blueprint, Deliverable or Milestone in accordance with Section 6 or Section 13, including deemed acceptance under Section 13.
Acceptance Criteria means the objective and testable conditions, stated in the Approved Blueprint or the Agreement, against which a Deliverable is assessed.
Agreement means the signed written commercial agreement, order form, statement of work or license schedule between Zatics Intelligence and the Client for the supply of Services, Systems or Licenses, together with the documents that rank within the order of precedence in Section 1.7.
AI Agent means an AI System configured to receive objectives or inputs, plan or sequence steps, and perform tasks or invoke tools or Third Party Services within a Configured Scope.
AI System means a System or component of a System that uses machine learning, large language models or other statistical or generative techniques to produce Outputs.
Applicable Law means the laws, regulations, binding regulatory requirements and orders of courts or authorities that apply to a party, to the Services or to a System in the relevant jurisdiction.
Authorized User means an individual whom the Client authorizes, in accordance with the Agreement, to access or use a System, an Existing Zatics Solution or the Client Portal on the Client's behalf, being an employee or contractor of the Client or another person permitted by the Agreement.
Autonomous System means a System, which may comprise one or more AI Agents, that carries out tasks, workflows or actions without requiring human instruction at each step, within its Configured Scope.
Blueprint means the written project document prepared by Zatics Intelligence that records the requirements, architecture, features, integrations, workflows, Deliverables, Milestones, dependencies, Acceptance Criteria, timeline and price of a Project. Approved Blueprint means the Blueprint in the version approved by the Client under Section 6, as updated by any Change Order.
Business Day means a day other than a Saturday, a Sunday or a public holiday observed in India at the location from which Zatics Intelligence administers the relevant Agreement.
Change Order means a written document, approved by both parties in accordance with Section 9, that records a change to the Scope, the Fees, the timeline or other terms of an Agreement.
Change Request means a request by the Client, made in accordance with Section 9, to change the Scope, a Deliverable, the Approved Blueprint or the timeline.
Client means the organization identified as the client or licensee in the Agreement.
Client Content means documents, text, images, brand assets, specifications, templates and other materials, other than Client Data, that are supplied by or on behalf of the Client for use in a Project or a System.
Client Data means data, records, datasets and information, including Personal Data, that are supplied by or on behalf of the Client, collected by a System on the Client's behalf, or generated by a System from the processing of such data, and excludes Zatics Technology and Usage Data.
Client Delay means a failure or delay by the Client, an Authorized User or a person engaged by the Client, to perform an obligation or to provide information, access, credentials, Client Data, Client Content, decisions, feedback, Acceptance or payment by the time required under the Agreement or these Terms.
Client Portal means the online portal operated by Zatics Intelligence through which Project information, documents, approvals and communications are made available to the Client.
Configured Scope means the objectives, permissions, tools, data sources, integrations, thresholds, rules and limits that define what an AI System is configured to do, as set out in the Approved Blueprint, the Agreement or the Documentation.
Confidential Information has the meaning given in Section 22.
Custom Solution means a System or Deliverable designed and built by Zatics Intelligence for the Client under an Approved Blueprint.
Customization Work means work, other than the original Scope of a Custom Solution, that adds to or modifies an Existing Zatics Solution or a Custom Solution and that is approved under Section 4.5 or Section 9.
Data Protection Law means Applicable Law governing the processing of Personal Data.
Deliverable means an item, System, Software, Documentation, report or other work product that Zatics Intelligence is required to deliver to the Client under the Approved Blueprint or the Agreement.
Documentation means the user, technical and administrative guides, in any form, that Zatics Intelligence supplies for a System.
Effective Date means the date on which the Agreement takes effect as stated in it or, if no date is stated, the date of the last signature or approval.
Existing Zatics Solution means a software product, AI Agent, portal, automation system, module or other solution that was developed by or for Zatics Intelligence and is made available to clients under a License, other than a Custom Solution.
Fees means all amounts payable by the Client under the Agreement and these Terms, including project fees, upfront fees, milestone payments, license fees, subscription fees, customization fees, infrastructure fees, usage fees and support fees.
Force Majeure Event has the meaning given in Section 37.5.
License means a right to use Software or a System granted to the Client under Section 18 or Section 17.
Milestone means a defined stage, event or set of Deliverables identified in the Approved Blueprint or the Agreement, with an associated target date and, where applicable, an associated payment.
Output means text, code, images, data, predictions, classifications, recommendations, decisions, actions or other content generated by an AI System.
Personal Data means information relating to an identified or identifiable individual, as defined in Data Protection Law.
Production Release means the first making available of a Deliverable or System for live operational use by the Client.
Project means the engagement under which Zatics Intelligence designs, builds, configures, integrates or delivers a Custom Solution or performs Customization Work, as described in the Approved Blueprint.
Proposal means the written proposal, estimate or quotation prepared by Zatics Intelligence before approval of the Blueprint.
Review Period means the period, determined under Section 13, within which the Client may review and test a Deliverable.
Scope means the full set of work, Deliverables, features, integrations, workflows and responsibilities included in a Project, as defined in the Approved Blueprint and amended by any Change Order.
Security Incident means a confirmed unauthorized access to, or unauthorized acquisition, disclosure, loss or alteration of, Client Data in the possession or control of Zatics Intelligence.
Services means all services supplied by Zatics Intelligence under an Agreement, including discovery, consulting, design, development, configuration, integration, implementation, deployment, training, support, maintenance and access to hosted Systems.
Software means computer programs and code in any form, including source code, object code, scripts, interfaces, modules, model configurations and AI Agents, together with related updates.
Subscription Term means the period for which a License to an Existing Zatics Solution is granted under the Agreement, including any renewal period.
System means an integrated combination of Software, configurations, workflows, AI Systems, interfaces, infrastructure components and Documentation that is supplied or operated by Zatics Intelligence as part of the Services.
Terms Effective Date means the date on which this version of these Terms takes effect, as shown on the title page and in Section 39.
Third Party Components means software, libraries, models or other materials owned by a person other than Zatics Intelligence or the Client, including open source software, that are incorporated into or supplied with a Deliverable.
Third Party Services means products, services, platforms, models, APIs, infrastructure, software or data supplied by a person other than Zatics Intelligence or the Client and used in connection with the Services, including AI model providers, cloud infrastructure providers, communication platforms and payment providers.
Transferred Deliverable has the meaning given in Section 17.
Usage Data means technical and operational information about the performance, availability, usage and security of Systems that does not identify the Client or any individual and does not contain the substance of Client Data.
Warranty Period has the meaning given in Section 28.
Zatics Delay means a delay in meeting a Milestone date or delivery date that is caused by a failure of Zatics Intelligence to perform an obligation under the Agreement when due, and excludes any delay that is a Client Delay, a delay caused by Third Party Services, or a delay caused by a Force Majeure Event.
Zatics Intelligence means the business operating as Zatics Intelligence in India, with contact details set out in Section 38.
Zatics Technology means all Software, AI Systems, model configurations, frameworks, orchestration methods, tools, templates, libraries, algorithms, designs, processes, know-how and Documentation, whether existing before or developed independently of or in the course of the Services, together with all improvements and derivatives of them and all intellectual property rights in them, excluding Client Data, Client Content and any Transferred Deliverable.
2.2Interpretation#
2.2.1Headings are for convenience and do not affect interpretation. The word including means including without limitation. A reference to days means calendar days unless Business Days are specified. A reference to writing includes email and a message delivered through the Client Portal. References to Sections are to Sections of these Terms unless stated otherwise.
3ABOUT ZATICS INTELLIGENCE#
3.1Nature of the Business#
3.1.1Zatics Intelligence is a business to business technology company. It designs, builds, deploys and supports software systems, AI Systems and automation for organizations, and it licenses existing software products and AI Agents that it has developed.
3.1.2Zatics Intelligence supplies its Services through two commercial models, Custom Solutions and Existing Zatics Solutions, which are described in Section 4.
3.2Categories of Services#
3.2.1Depending on the Agreement, Zatics Intelligence may supply the following categories of Services:
(a) custom software development, being the design and construction of software to a requirement approved by the Client;
(b) AI Systems, being Systems that use machine learning or generative models to produce Outputs;
(c) AI Agents, being AI Systems configured to perform tasks or invoke tools within a Configured Scope;
(d) Autonomous Systems, being Systems that execute tasks and workflows without instruction at each step;
(e) business automation, being the automation of defined business processes and workflows;
(f) enterprise software, being software for the operation and management of an organization;
(g) AI infrastructure, being the technical environment, tooling and integrations that support the operation of AI Systems;
(h) system integrations, being the connection of Systems with the Client's systems and Third Party Services;
(i) implementation, being configuration, deployment and onboarding of a System in the Client's environment;
(j) consulting, being technical analysis, assessment and advice on systems, architecture and automation; and
(k) support and maintenance, being the operation, correction and updating of Systems after delivery.
3.3Basis on Which Services Are Supplied#
3.3.1Zatics Intelligence supplies only the Services described in the Agreement. The Services do not include legal, regulatory, financial, tax, accounting or medical advice, and Zatics Intelligence is not engaged as an adviser on those matters.
3.3.2Zatics Intelligence may perform the Services remotely and from more than one location, and may engage subcontractors and Third Party Services in accordance with Section 24. Zatics Intelligence remains responsible to the Client for the performance of its subcontractors under the Agreement.
4COMMERCIAL MODELS#
4.1Custom Built Solutions#
4.1.1A Custom Solution is built for a client in response to a specific business or technical requirement. Zatics Intelligence analyzes the requirement, prepares a Proposal and a Blueprint, and builds the System according to the Approved Blueprint.
4.1.2Once the Client approves the final Blueprint under Section 6, the Approved Blueprint is the baseline for the Scope, the Deliverables, the timeline and the commercial terms of the Project. Fees for a Custom Solution are set out in the Approved Blueprint or the Agreement and are payable as described in Section 14.
4.1.3Rights in a Custom Solution are governed by Section 17.
4.2Existing Zatics Solutions#
4.2.1An Existing Zatics Solution is a product, AI Agent, portal, automation system, module or other solution that Zatics Intelligence has already developed. A client may obtain a License to an Existing Zatics Solution for a Subscription Term.
4.2.2An Existing Zatics Solution is supplied in the form described in its Documentation and the Agreement. It is not built to the Client's individual requirement, and the Client does not acquire ownership of it by virtue of the License.
4.3Software Licensing#
4.3.1A License permits the Client to use the Software or System for the Subscription Term, within the permitted users, limits and purposes stated in the Agreement and Section 18. A License does not transfer ownership of the Software, the System or any Zatics Technology.
4.3.2The License fee, the Subscription Term, the number of Authorized Users and any usage limits are stated in the Agreement.
4.4Purchase and Ownership Arrangements#
4.4.1Where Zatics Intelligence offers to sell or transfer ownership rights in a System, the Client may acquire those rights only under an Agreement that expressly defines the rights to be transferred, the purchase price, the payment schedule and the conditions of transfer.
4.4.2Ownership does not transfer until the Client has satisfied every payment and transfer condition stated in the Agreement and in Section 17. A purchase arrangement does not transfer Zatics Technology unless the Agreement expressly identifies the Zatics Technology that is to be transferred.
4.5Customization of Existing Solutions#
4.5.1A client who licenses an Existing Zatics Solution may request additional customizations, features, integrations, workflows, AI Agents or modifications. Work of this kind is additional Scope. It is not included in the License fee unless the Agreement states that it is.
4.5.2Customization Work is requested, assessed and approved through the Change Request process in Section 9. It may be subject to separate development fees, infrastructure fees, usage fees or customization fees, and it may affect the timeline. Customization Work is performed only after the Client has approved a Change Order and satisfied any payment that the Change Order requires.
4.5.3Unless the Change Order expressly provides otherwise, Customization Work forms part of the Existing Zatics Solution, is owned by Zatics Intelligence, and is licensed to the Client for the Subscription Term.
4.6Summary of Commercial Models#
4.6.1The following table summarizes the principal features of each model. It is provided for convenience. If it conflicts with a clause of these Terms, the clause prevails.
| Feature | Custom Solution | Existing Zatics Solution | Purchase Arrangement |
|---|---|---|---|
| Starting point | Client requirement analyzed by Zatics Intelligence | Existing product, agent or module | Existing or custom System offered for sale by Zatics Intelligence |
| Document that sets the Scope | Approved Blueprint | Agreement and Documentation | Agreement |
| Principal Fees | Project fee, upfront fee and Milestone payments | License or subscription fee, plus usage and infrastructure fees | Purchase price and any agreed ancillary fees |
| Rights granted | License to use Custom Deliverables, unless the Agreement transfers ownership | License for the Subscription Term | Ownership rights defined in the Agreement, once all conditions are met |
| Handling of additional work | Change Request and Change Order | Change Request and Change Order | Change Request and Change Order |
| Zatics Technology | Retained by Zatics Intelligence and licensed as part of the Deliverable | Retained by Zatics Intelligence | Retained unless expressly identified for transfer |
5PROJECT DISCOVERY AND PROPOSAL#
5.1Initial Consultation and Requirement Gathering#
5.1.1The Project begins with an initial consultation in which Zatics Intelligence and the Client discuss the Client's objectives and requirements. Zatics Intelligence may then conduct a requirement gathering process, which may include workshops, interviews, document review and access to the Client's existing systems.
5.1.2The Client is responsible for the accuracy and completeness of the information it provides during discovery. Zatics Intelligence relies on that information in preparing its assessment, Proposal and Blueprint.
5.1.3Discovery work may be chargeable. Where discovery is chargeable, the Agreement or the Proposal will state the fee before the work begins.
5.2Technical Assessment and Feasibility#
5.2.1Zatics Intelligence may carry out a technical assessment of the requirement, including a review of the Client's systems, data, integrations and constraints, and may assess the feasibility of the requirement.
5.2.2A feasibility assessment reflects the information available at the time it is made. It is not a guarantee that a requirement can be met. Zatics Intelligence may revise its assessment if new information, a Third Party Service limitation or a technical constraint becomes apparent.
5.3Proposal#
5.3.1Following discovery, Zatics Intelligence will prepare a Proposal. The Proposal will describe the proposed Services at a summary level and will include an estimated cost, an estimated timeline, the assumptions on which they are based and the exclusions that apply.
5.3.2The Proposal is not the final statement of Scope. The final statement of Scope is the Approved Blueprint.
5.4Estimated Cost and Estimated Timeline#
5.4.1Unless the Proposal expressly states a fixed price or a fixed date, the estimated cost and the estimated timeline are estimates prepared in good faith on the basis of the information and assumptions available at the time. They may be adjusted in the Blueprint.
5.4.2When the Client approves the Blueprint, the project price and the timeline stated in the Approved Blueprint replace the estimates in the Proposal.
5.5Assumptions and Exclusions#
5.5.1The Proposal and the Blueprint will record the assumptions on which they are based. Assumptions may concern the availability and quality of Client Data, the availability of Client personnel, the readiness of the Client's environment, the availability and terms of Third Party Services, and the absence of unusual regulatory requirements. If an assumption proves to be incorrect, Zatics Intelligence may submit a Change Request under Section 9 to address the effect on Scope, Fees or timeline.
5.5.2Unless the Agreement or the Approved Blueprint states otherwise, the following are excluded from the Scope:
(a) fees charged by Third Party Services, including AI model usage, cloud infrastructure and licenses of third party software;
(b) hosting, infrastructure and operating costs after Production Release;
(c) migration, cleansing or correction of Client Data;
(d) changes to the Client's own systems or to systems operated by the Client's other suppliers;
(e) training, support and maintenance beyond what the Agreement describes;
(f) regulatory certification, audit or approval of a System; and
(g) any feature, integration or workflow not described in the Approved Blueprint.
6PROJECT BLUEPRINT#
6.1Purpose and Status of the Blueprint#
6.1.1The Blueprint is the central project document for a Custom Solution. Its purpose is to record, in a form that both parties can review and approve, what Zatics Intelligence will build, how it will be built, what the Client must provide, how completion will be measured, and what the Client will pay.
6.1.2Once the final Blueprint is approved by the Client under this Section 6, the Approved Blueprint becomes the baseline for determining the agreed Scope, Deliverables, timeline and project price of the Project.
6.2Contents of the Blueprint#
6.2.1Unless the Agreement provides otherwise, a Blueprint will address each of the following, to a level of detail appropriate to the Project:
(a) the purpose and business objectives of the Project;
(b) functional requirements, describing what the System is required to do;
(c) technical requirements, including architecture, environments, performance expectations and constraints;
(d) features, described individually where they are intended to form part of the Scope;
(e) integrations with the Client's systems and with Third Party Services;
(f) AI Agents, including their intended function and Configured Scope;
(g) workflows and automation, including the points at which human review or approval is required;
(h) Deliverables, including Documentation, training and handover items;
(i) Milestones, with target dates and any associated payments;
(j) dependencies, including those on the Client, on Third Party Services and on other parties;
(k) Client responsibilities, as further described in Section 12;
(l) Acceptance Criteria for each Deliverable or Milestone;
(m) the project timeline;
(n) the project price and payment schedule; and
(o) the assumptions and exclusions that apply to the Project.
6.3Preparation and Review#
6.3.1Zatics Intelligence will prepare the Blueprint on the basis of the information provided during discovery and will submit it to the Client through the Client Portal or by another written means.
6.3.2The Client will review the Blueprint and, within ten (10) Business Days of its submission, will either approve it or provide consolidated written feedback identifying each requested correction. Zatics Intelligence will consider the feedback and submit a revised Blueprint. The Client will review each revised version within five (5) Business Days.
6.3.3A requested change to a Blueprint that increases the Scope beyond the requirement described during discovery may result in an adjustment to the estimated cost and timeline before the Blueprint is approved.
6.4Blueprint Approval#
6.4.1The Blueprint is approved when an authorized representative of the Client approves the identified version through the Client Portal, by signature, or by another method permitted under Section 35. Approval of a Blueprint is a binding commitment by the Client to the Scope, the Acceptance Criteria, the timeline and the project price stated in it.
6.4.2Zatics Intelligence is not required to begin development until the Blueprint has been approved and any Upfront Fee that the Agreement makes a condition of commencement has been paid.
6.4.3If the Client neither approves a Blueprint nor provides feedback within the periods in Section 6.3, Zatics Intelligence may issue a reminder. If the Client does not respond within five (5) Business Days of the reminder, Zatics Intelligence may treat the Project as paused under Section 10.6 and the Blueprint will not be treated as approved.
6.5Baseline Effect of the Approved Blueprint#
6.5.1The Approved Blueprint is the sole authoritative statement of the Scope. A requirement, feature, integration, workflow or Deliverable that is not described in the Approved Blueprint is outside the Scope, even if it was mentioned in discussion or correspondence.
6.5.2Where the Approved Blueprint is silent or ambiguous on a point of detail, Zatics Intelligence will resolve the point by reasonable technical judgment that is consistent with the stated purpose of the relevant Deliverable and does not materially increase the effort required. If resolving the point in the Client's preferred manner would materially increase effort, cost or time, the matter will be handled as a Change Request under Section 9.
6.6Blueprint Versions#
6.6.1The Approved Blueprint may be changed only by a Change Order under Section 9, or by a correction of an evident clerical error that both parties confirm through the Client Portal and that does not alter the Scope, the Fees or the timeline.
6.6.2Each version of a Blueprint is identified by a version number and a timestamp in the Client Portal. The version identified in the record of approval is the version that the Client has approved.
7SCOPE CONTROL#
7.1Scope Definition#
7.1.1The Scope of a Project is the work and Deliverables described in the Approved Blueprint, as amended by any Change Order. The Scope of a License is the Software, System and functionality described in the Agreement and the Documentation.
7.1.2Zatics Intelligence is responsible for performing the Scope. Zatics Intelligence is not required to perform, and the Fees do not include, work outside the Scope.
7.2Included Work and Excluded Work#
7.2.1Included work is the work that is necessary to produce the Deliverables described in the Approved Blueprint in accordance with the Acceptance Criteria.
7.2.2Excluded work includes any work that is not described in the Approved Blueprint, any matter identified as an exclusion in the Proposal, the Blueprint or the Agreement, and any matter listed in Section 5.5 unless the Approved Blueprint includes it.
7.3Scope Freeze#
7.3.1On approval of the Blueprint, the Scope is frozen. After the Scope has been frozen, a change to the Scope may be made only through the Change Request process in Section 9.
7.4Requirement Changes and Scope Clarification#
7.4.1The parties recognize that detailed implementation questions arise during a Project. A clarification of how an Approved Blueprint requirement is to be implemented is not a change to the Scope if it does not materially affect effort, cost, timeline, architecture or dependencies, as reasonably determined by Zatics Intelligence acting in good faith and recorded in the Client Portal. Zatics Intelligence will record each such clarification in the Client Portal.
7.4.2A request that adds to, replaces or removes a feature, Deliverable, integration or workflow, or that changes a requirement stated in the Approved Blueprint, is a Change Request. A request that is not a Major Scope Change may be accepted by Zatics Intelligence without charge if Zatics Intelligence confirms in writing that it will do so. Absent that confirmation, it is handled under Section 9.
7.5Client Responsibilities for Scope#
7.5.1The Client will nominate a single authorized representative who is responsible for communicating the Client's requirements and decisions. The Client will ensure that requirements and decisions given to Zatics Intelligence are consolidated, internally agreed and consistent with the Approved Blueprint. Zatics Intelligence is entitled to rely on instructions from the Client's authorized representative.
8MAJOR SCOPE CHANGES#
8.1Definition of Major Scope Change#
8.1.1A Major Scope Change is a change to the Scope that, in the reasonable judgment of Zatics Intelligence, materially affects the architecture, the effort, the cost, the timeline or the dependencies of the Project. A Major Scope Change is a Change Request that always requires a Change Order.
8.2Examples#
8.2.1The following are examples of Major Scope Changes:
(a) replacing a major part of the approved architecture;
(b) rebuilding components that have been substantially completed;
(c) adding a major System or module;
(d) adding a new platform, such as an additional web, mobile or desktop platform;
(e) adding a major integration with a Client system or a Third Party Service;
(f) adding a new AI Agent or materially changing the Configured Scope of an approved AI Agent;
(g) changing a core workflow; and
(h) changing a fundamental business requirement on which the Approved Blueprint is based.
8.3Consequences of a Major Scope Change#
8.3.1A Major Scope Change may require additional Fees, an adjustment to Milestone dates and the final delivery date, a revision of the Approved Blueprint, a change to the resourcing of the Project and changes to infrastructure or usage Fees. Zatics Intelligence will describe these consequences in the Change Order proposal under Section 9.
8.3.2Work performed to Acceptance Criteria that is rendered redundant or must be redone because of a Major Scope Change requested by the Client is chargeable at the rates stated in the Agreement or, if none are stated, at Zatics Intelligence's then-current rates, as described in the Change Order.
8.4Determination#
8.4.1Zatics Intelligence will classify a Change Request as a Major Scope Change or not, and will state the reasons for its classification in writing. If the Client disagrees with the classification, the Client may raise a dispute under Section 36. The Change Request will remain unimplemented until the classification is resolved.
9CHANGE REQUEST PROCESS#
9.1Formal Process#
9.1.1Every change to the Scope will be processed through the formal Change Request process in this Section 9. A Major Scope Change must not be implemented informally.
9.2Stages of the Process#
9.2.1The Change Request process comprises the following stages:
(a) the Client submits a Change Request in writing, describing the requested change, its purpose and the desired timing;
(b) Zatics Intelligence evaluates the request and may ask the Client for further information;
(c) Zatics Intelligence assesses the technical impact of the request on the Approved Blueprint, the System and the other Deliverables;
(d) Zatics Intelligence assesses the cost of the request, including any additional development, infrastructure, usage or third party Fees;
(e) Zatics Intelligence assesses the effect of the request on the timeline;
(f) Zatics Intelligence issues a written Change Order proposal that sets out the results of those assessments;
(g) the Client approves or declines the Change Order proposal;
(h) where the Change Order requires an additional payment, the Client pays the amount that the Change Order specifies as a condition of commencement;
(i) Zatics Intelligence begins the work described in the Change Order; and
(j) Zatics Intelligence updates the Approved Blueprint or the project documentation to reflect the change.
9.3Evaluation and Change Order Proposal#
9.3.1Zatics Intelligence will respond to a Change Request within ten (10) Business Days of receiving it, by issuing a Change Order proposal, by stating that it cannot accommodate the request, or by stating the additional time it needs to complete its assessment and the reason. Where the assessment is itself substantial, Zatics Intelligence may charge for it on the basis stated in advance.
9.3.2A Change Order proposal remains open for approval for fifteen (15) Business Days from its date of issue unless it states a different period. After that period the proposal lapses and the assessment may need to be repeated.
9.4Approval and Implementation#
9.4.1A Change Order takes effect when it has been approved by an authorized representative of each party. Zatics Intelligence will begin the work described in a Change Order after it has taken effect and any payment required as a condition of commencement has been received.
9.4.2The Change Order prevails over earlier documents as provided in Section 1.7, and the Approved Blueprint is deemed amended to the extent stated in it.
9.5No Informal Changes#
9.5.1A request made in conversation, in a call, in an informal message or in a comment on a Deliverable is not a Change Request and does not amend the Scope. Personnel of Zatics Intelligence have no authority to agree a change to the Scope, the Fees or the timeline other than through a Change Order.
9.5.2If the Client instructs Zatics Intelligence in writing to begin work that is outside the Scope before a Change Order has taken effect, and Zatics Intelligence agrees to do so, the work is chargeable at the rates stated in the Agreement or, if none are stated, at Zatics Intelligence's then-current rates. Doing that work does not amend the Scope and does not waive any right of Zatics Intelligence under this Section 9.
9.6Work Pending a Change Order#
9.6.1While a Change Request is under assessment or awaiting approval, Zatics Intelligence may continue the work that the Change Request does not affect. Zatics Intelligence may pause work on components that the Change Request affects, and any resulting delay is a Client Delay for the purposes of Section 10 to the extent that it arises from the pending Change Request.
10PROJECT TIMELINE AND DELIVERY#
10.1Estimated Timelines and Milestones#
10.1.1The timeline in the Approved Blueprint is an estimate of the dates on which Milestones are expected to be reached and Deliverables are expected to be delivered. It is based on the assumptions in the Approved Blueprint, including the timely performance by the Client of its responsibilities.
10.1.2A Milestone date or delivery date is a firm commitment only if the Agreement expressly describes it as a fixed date and states the remedy for failure to meet it.
10.2Development Periods#
10.2.1Zatics Intelligence will schedule the development of the Deliverables so that each Milestone can be reached within its target date, provided that the Client meets the dependencies and response periods in this Section 10. A development period may be extended in accordance with Section 10.8.
10.3Client Dependencies and Response Periods#
10.3.1The Client will provide the information, access, credentials, Client Data, Client Content, decisions, feedback and approvals described in the Approved Blueprint by the dates stated in it. Where the Approved Blueprint does not state a date, the Client will respond to each written request from Zatics Intelligence within five (5) Business Days of receiving it.
10.4Review and Approval Periods#
10.4.1The Client will review and approve or reject Blueprints, Deliverables and Change Orders within the periods stated in Section 6, Section 9 and Section 13. Time that the Client takes to review or approve is not counted as development time, and the target dates for later Milestones move correspondingly if a period is exceeded.
10.5Classification of Delays#
10.5.1For the purposes of the Agreement, a delay falls into one of the following categories, each of which has the consequences stated below.
| Category | Description | Consequence |
|---|---|---|
| Zatics Delay | Delay caused by a failure of Zatics Intelligence to perform an obligation when due. | Zatics Intelligence will notify the Client and propose a revised date under Section 11. The Client has the remedies stated in the Agreement or in Section 33. |
| Client Delay | Delay caused by the Client, an Authorized User or a person engaged by the Client, including late information, access, feedback, Acceptance or payment, and a pending Change Request. | The timeline is extended under Section 10.6. Zatics Intelligence may charge the costs described in that Section. The delay is not a Zatics Delay. |
| Third party delay | Delay caused by a Third Party Service or by a supplier that is not engaged by Zatics Intelligence or the Client. | The timeline is extended under Section 10.7. The delay is not a Zatics Delay. |
| Force Majeure Event | Delay caused by an event described in Section 37.5. | The timeline is extended under Section 37.5. |
10.6Consequences of Client Delay#
10.6.1If a Client Delay occurs, the timeline is extended by the period of the Client Delay and by a further reasonable period that Zatics Intelligence requires to resume work and re-sequence its resources. Zatics Intelligence will record the Client Delay and the extension in the Client Portal.
10.6.2If a Client Delay prevents Zatics Intelligence from reaching a Milestone for more than thirty (30) days beyond its target date, Zatics Intelligence may invoice the Milestone payment in proportion to the work performed, and the balance of the Milestone payment will fall due when the Milestone is reached.
10.6.3If Zatics Intelligence incurs additional costs because of a Client Delay, including the cost of holding resources available, the cost of re-sequencing work, or the cost of a Third Party Service commitment that cannot be released, Zatics Intelligence may charge those costs to the Client, provided that it has notified the Client of the Client Delay and that it will incur such costs.
10.6.4If a Client Delay continues for more than thirty (30) consecutive days, Zatics Intelligence may give the Client written notice that the Project is paused (a Pause Notice). While a Project is paused, Zatics Intelligence may reassign its resources, and resumption of the Project will depend on resource availability and may require a re-planning fee that the Pause Notice or a later notice will state.
10.6.5If the Client Delay that gave rise to a Pause Notice is not resolved within thirty (30) days after the Pause Notice, Zatics Intelligence may terminate the Agreement under Section 33.3.
10.7Third Party Dependencies#
10.7.1The timeline depends on the availability, performance and terms of Third Party Services. Where a Third Party Service is delayed, unavailable or changed in a way that affects the Project, Zatics Intelligence will notify the Client, will use commercially reasonable efforts to mitigate the effect, and may extend the timeline by the period of the delay. A change to the Scope that is needed to address the change in the Third Party Service is handled under Section 9.
10.8Timeline Adjustments#
10.8.1Any adjustment to the timeline will be recorded in the Client Portal with the cause, the period of extension and the revised dates. An adjustment that results from a Client Delay, a third party delay, a Force Majeure Event or a Change Order is made without the consent of the Client, but the Client may dispute the cause or the period of the adjustment under Section 36.
11ZATICS DELIVERY COMMITMENT#
11.1Commitment to Milestones#
11.1.1Zatics Intelligence will use commercially reasonable efforts to reach each Milestone by its target date and to deliver the Deliverables in accordance with the Approved Blueprint.
11.2Progress Communication and Project Transparency#
11.2.1Zatics Intelligence will provide the Client with progress updates through the Client Portal or by another written means at the intervals stated in the Agreement or, if none are stated, at least once every two (2) weeks during active development. Each update will describe the work completed, the work in progress, the next Milestone and any matter requiring the Client's attention.
11.3Delay Notification and Revised Delivery Dates#
11.3.1If Zatics Intelligence becomes aware that a Milestone is likely to be missed because of a Zatics Delay, it will notify the Client within three (3) Business Days of becoming aware, will state the reason, and will propose a revised date. If the delay arises from a cause that is not a Zatics Delay, the notice will identify the cause.
11.4Documentation of Material Delays#
11.4.1Zatics Intelligence will record in the Client Portal each material delay, its cause, its classification under Section 10.5 and the resulting revised dates. The Client may review those records and may raise an objection to a classification under Section 36.
11.5Limits of the Commitment#
11.5.1Zatics Intelligence does not guarantee that a Milestone will be reached by a particular date except where the Agreement states a fixed date under Section 10.1. Where the Agreement states a remedy for a Zatics Delay, that remedy applies. Where it states none, the Client's rights under Section 33 apply if the Zatics Delay amounts to a material breach.
12CLIENT RESPONSIBILITIES#
12.1Requirements and Information#
12.1.1The Client will provide requirements and information that are accurate, complete and sufficient for Zatics Intelligence to perform the Services. The Client will promptly tell Zatics Intelligence if it becomes aware that information it has provided is inaccurate or incomplete.
12.2Access, Credentials, Data, Content and API Access#
12.2.1The Client will provide, in a timely manner and at its own cost, the following items that Zatics Intelligence reasonably requires to perform the Services:
(a) access to the Client's systems, environments, repositories and personnel;
(b) credentials, which the Client will issue securely and will limit to the access that is necessary;
(c) Client Data, in the format and quality described in the Approved Blueprint;
(d) Client Content; and
(e) access to application programming interfaces and Third Party Services that the Client controls, including the accounts and keys needed to use them.
12.3Feedback, Approvals and Testing#
12.3.1The Client will give feedback and approvals within the periods stated in these Terms and in the Approved Blueprint. The Client will test each Deliverable as described in Section 13 and will give Consolidated Feedback in the form required by that Section.
12.4Payments#
12.4.1The Client will pay the Fees in accordance with Section 14, and will pay them without set-off or deduction except as these Terms permit.
12.5Legal Compliance and Authorized Use#
12.5.1The Client is responsible for ensuring that its use of the Services, Systems and Outputs complies with Applicable Law, including laws governing the Client's industry, the processing of Client Data and automated decision making. The Client is responsible for obtaining all rights, consents and notices needed for Zatics Intelligence to process Client Data and Client Content as the Agreement contemplates.
12.5.2The Client will ensure that only Authorized Users access the Systems and the Client Portal, and is responsible for the acts and omissions of its Authorized Users.
12.6Consequences of Non-Performance#
12.6.1If the Client does not perform a responsibility described in this Section 12, the consequences for the timeline and Fees are those stated in Section 10.6.
13CLIENT REVIEW AND ACCEPTANCE#
13.1Delivery Notice and Review Period#
13.1.1When Zatics Intelligence considers that a Deliverable or Milestone is ready for review, it will give the Client a written delivery notice through the Client Portal or by another written means, identifying the Deliverable and the Acceptance Criteria against which it is to be assessed.
13.1.2The Client will have seven (7) Business Days from the delivery notice to review and test the Deliverable (the Review Period), unless the Approved Blueprint states a different period. The Review Period for an item that is re-delivered under Section 13.5 is five (5) Business Days.
13.2Testing and Feedback Requirements#
13.2.1During the Review Period, the Client will test the Deliverable against the Acceptance Criteria. If the Client concludes that the Deliverable does not meet the Acceptance Criteria, the Client will give written feedback that is consolidated into a single submission (Consolidated Feedback). Consolidated Feedback must be provided by the Client's authorized representative and must identify each failure to meet the Acceptance Criteria, with sufficient detail for Zatics Intelligence to reproduce it.
13.2.2Feedback that is given in separate fragments, that is not consolidated, or that does not identify a failure to meet the Acceptance Criteria is not Consolidated Feedback and does not suspend the Review Period.
13.3Acceptance#
13.3.1A Deliverable is accepted when the Client confirms its acceptance in writing, including through the Client Portal, or when it is deemed accepted under Section 13.4. Acceptance of a Deliverable confirms that the Deliverable meets the Acceptance Criteria, subject to Section 28.
13.4Failure to Respond and Deemed Acceptance#
13.4.1A Deliverable is deemed accepted if any of the following occurs:
(a) the Review Period ends and the Client has not given Consolidated Feedback or written acceptance, and the Client does not respond within three (3) Business Days after Zatics Intelligence sends a reminder notice;
(b) the Client uses the Deliverable in a live operational environment, other than for testing in a staging environment; or
(c) the Client has been given the opportunity for the maximum number of review cycles in Section 13.5 and the Deliverable meets the Acceptance Criteria.
13.5Remediation and Repeated Review Cycles#
13.5.1If Consolidated Feedback identifies a failure to meet the Acceptance Criteria, Zatics Intelligence will correct the failure and re-deliver the Deliverable within ten (10) Business Days or within another period that the parties agree having regard to the complexity of the correction. The Client will then review the re-delivered Deliverable under Section 13.1.
13.5.2Each Deliverable is subject to an initial review and up to two (2) further review cycles. After the second further review cycle, the Deliverable is deemed accepted unless a failure to meet an Acceptance Criterion that has a material adverse effect on the intended function of the Deliverable (a Material Non-conformity) remains. If a Material Non-conformity remains, Zatics Intelligence will continue remediation, and the Client's rights under Section 28 and Section 33 apply if the Material Non-conformity is not remedied within a reasonable period.
13.6Out of Scope Feedback#
13.6.1Feedback that requests a change that is not required by the Acceptance Criteria is not a ground for rejecting a Deliverable. Zatics Intelligence will treat that feedback as a Change Request under Section 9. A Deliverable may not be withheld from Acceptance on the ground that a Change Request has not been implemented.
13.7No Indefinite Review#
13.7.1The parties intend that a completed Milestone does not remain in an undefined review state. If Section 13.4 or Section 13.5 deems a Deliverable accepted, the Milestone is complete for the purposes of the Approved Blueprint, and the associated payment becomes due.
14PAYMENT TERMS#
14.1Fees#
14.1.1The Client will pay the Fees stated in the Agreement, the Approved Blueprint and any Change Order. The principal categories of Fees are summarized in the following table. The Agreement states which categories apply to a particular engagement.
| Fee type | Basis | Usual point of invoice |
|---|---|---|
| Project fee | The price of a Custom Solution stated in the Approved Blueprint. | In the instalments stated in the Approved Blueprint or the Agreement. |
| Upfront fee | An initial payment that reserves capacity and funds mobilization. | On signature of the Agreement or approval of the Blueprint, as the Agreement states. |
| Milestone payment | A payment linked to a Milestone. | On reaching the Milestone, or as stated in Section 10.6. |
| License fee or subscription fee | The charge for a License for a Subscription Term. | At the start of each billing period stated in the Agreement. |
| Customization fee | The charge for Customization Work approved by Change Order. | As stated in the Change Order. |
| Infrastructure fee | The charge for hosting, environments and related infrastructure. | As stated in the Agreement, usually periodically. |
| Usage fee | A charge based on consumption, including AI model usage, as described in Section 19.8. | Periodically in arrears, or against a prepaid balance, as the Agreement states. |
| Support fee | The charge for paid support under Section 26. | As stated in the Agreement. |
14.2Project Fees, Upfront Fees and Milestone Payments#
14.2.1Fees for a Custom Solution are payable in the instalments stated in the Approved Blueprint or the Agreement. Where an Upfront Fee is stated, it is payable before development begins and is credited against the project fee unless the Agreement states otherwise.
14.2.2Zatics Intelligence may invoice a Milestone payment on reaching the Milestone, which occurs on Acceptance of the relevant Deliverable. Where Section 10.6 applies, the invoice may be issued earlier in the proportion described there.
14.3License Fees and Subscription Fees#
14.3.1License fees and subscription fees are payable in advance for each billing period stated in the Agreement. They are payable for the whole Subscription Term whether or not the Client uses the Existing Zatics Solution, and they are not reduced where the Client has fewer Authorized Users than the number licensed.
14.4Customization, Infrastructure and Usage Fees#
14.4.1Customization fees, infrastructure fees and usage fees are payable as stated in the Agreement or the relevant Change Order. Usage fees, including charges for AI model usage and other Third Party Services that are used to provide the Services, are calculated by reference to the rates in the Agreement and the usage recorded by the System. Usage records maintained by Zatics Intelligence are, absent manifest error, conclusive of usage.
14.5Taxes#
14.5.1Fees are stated exclusive of value added tax, goods and services tax, sales tax, withholding tax, duties and similar charges (Taxes). The Client is responsible for Taxes that apply to the Fees, other than taxes on the net income of Zatics Intelligence.
14.5.2If Applicable Law requires the Client to withhold Taxes from a payment, the Client will pay Zatics Intelligence an additional amount so that Zatics Intelligence receives the amount it would have received without the withholding, except where Applicable Law prohibits that arrangement. The Client will provide evidence of any withholding that it makes.
14.6Invoices#
14.6.1Zatics Intelligence will issue invoices to the billing contact stated in the Agreement or the Client Portal. Each invoice will identify the Fees, the period or Milestone to which they relate and the due date.
14.6.2If the Client disputes an invoice in good faith, the Client will notify Zatics Intelligence in writing within ten (10) Business Days of the invoice date, identifying the disputed items and the reasons. The Client will pay the undisputed portion by the due date. The disputed portion is resolved in accordance with Section 36. An invoice that is not disputed within that period is deemed accepted.
14.7Payment Methods and Due Dates#
14.7.1Fees are payable in Indian rupees (INR), unless the Agreement expressly specifies another currency. Payment must be made by bank transfer or another method stated in the Agreement. The Client bears bank charges and currency conversion costs incurred in making a payment.
14.7.2Unless the Agreement states otherwise, an invoice is due fourteen (14) days after its date (the Due Date). A payment is made when the cleared funds are received by Zatics Intelligence.
14.8Fee Adjustments#
14.8.1Fees are fixed for the period stated in the Agreement. Zatics Intelligence may adjust license, subscription, infrastructure and usage Fees on renewal of a Subscription Term in accordance with Section 18.3. Where a Third Party Service provider increases its charges, Zatics Intelligence may pass the increase through to the Client for the part of the Services that depends on that Third Party Service, and will give the Client at least thirty (30) days' notice where it is reasonably practicable to do so.
15LATE PAYMENT AND PAYMENT DEFAULT#
15.1Purpose of the Framework#
15.1.1This Section 15 sets out an escalation framework for overdue amounts. Its purpose is to give the Client clear notice and a fair opportunity to resolve a payment issue before Services are suspended or an Agreement is terminated.
15.2Escalation Stages#
15.2.1If an undisputed amount is not paid by its Due Date, the following stages apply. The First Reminder is sent during the Grace Period, and each later period is measured from the end of the preceding stage.
| Stage | Timing | Action |
|---|---|---|
| Due Date | Date stated on the invoice or in Section 14.7 | Payment is due. |
| Grace Period | Five (5) Business Days after the Due Date | No suspension and no interest during this period. |
| First Reminder | On or after the Due Date and within the Grace Period | Zatics Intelligence sends a payment reminder to the billing contact. |
| Formal Notice | After the Grace Period ends, if the amount remains unpaid | Zatics Intelligence sends a written notice that identifies the overdue amount and allows ten (10) Business Days for payment. |
| Final Notice | After the Formal Notice period ends, if the amount remains unpaid | Zatics Intelligence sends a written final notice that allows five (5) Business Days for payment and states that suspension will follow. |
| Suspension | After the Final Notice period ends, if the amount remains unpaid | Zatics Intelligence may suspend development, delivery and access in accordance with Section 15.3. |
| Termination | Fifteen (15) Business Days after suspension begins, if the amount remains unpaid | Zatics Intelligence may terminate under Section 15.4. |
15.3Suspension of Services#
15.3.1After the Final Notice period ends, Zatics Intelligence may suspend any or all of the following, in whole or in part, by written notice to the Client:
(a) development work on a Project, in which case the timeline is extended in accordance with Section 10.6;
(b) delivery of Deliverables and Milestones;
(c) access to hosted Systems, the Client Portal and Existing Zatics Solutions, in the case of a License; and
(d) support and other Services.
15.3.2Zatics Intelligence will not delete Client Data because of a suspension under this Section 15. Fees under a License continue to accrue during a suspension under this Section 15.
15.4Termination for Non-Payment#
15.4.1If an undisputed amount remains unpaid fifteen (15) Business Days after suspension begins, Zatics Intelligence may terminate the Agreement by written notice. The consequences of that termination are those stated in Section 33.
15.5Interest and Recovery Costs#
15.5.1Interest accrues on an overdue undisputed amount from the end of the Grace Period until payment at the rate of one per cent (1%) per month, calculated daily or, if lower, the maximum rate permitted by Applicable Law.
15.5.2The Client will reimburse the reasonable and documented costs that Zatics Intelligence incurs in recovering an overdue amount, to the extent those costs are recoverable under Applicable Law. Those costs may include collection agency charges and legal costs.
15.6Legal Recovery#
15.6.1After a Formal Notice has been given, Zatics Intelligence may begin legal proceedings or any other recovery action available to it under Applicable Law and the Agreement, in addition to its rights of suspension and termination. Zatics Intelligence will not begin legal proceedings for an amount that the Client has disputed in good faith in accordance with Section 14.6 and that is being resolved under Section 36.
15.7Restoration After Payment#
15.7.1When the Client pays the overdue amount and any interest and costs due, Zatics Intelligence will restore the suspended Services in accordance with Section 32.6.
16REFUNDS AND CANCELLATIONS#
16.1General Principles#
16.1.1Fees are not refundable except as this Section 16, Section 28, Section 31 or the Agreement expressly provides. This Section 16 applies subject to Applicable Law, and nothing in it limits a right to a refund that Applicable Law does not allow to be excluded.
16.1.2The following table summarizes the position for each category of Fee. The clauses that follow state the position in full.
| Fee category | General position | Principal exceptions |
|---|---|---|
| Upfront fee | Credited against the project fee. Refundable only before development begins, less the amounts in Section 16.5. | Cancellation before Development Commencement. |
| Project and development fees | Non-refundable for work performed and Milestones reached. | Fees paid for work that has not been begun, less committed costs. |
| Onboarding fee | Non-refundable once onboarding has begun. | None, unless the Agreement states otherwise. |
| License and subscription fees | Non-refundable for the current Subscription Term. | Termination by the Client for an uncured material breach by Zatics Intelligence, or discontinuation under Section 33.3. |
| Customization fees | Treated in the same way as development fees. | Fees paid for Customization Work not yet begun. |
| Infrastructure and usage fees | Non-refundable. | Charges billed in error. |
16.2Project, Upfront, Development and Onboarding Fees#
16.2.1Project fees, development fees and Milestone payments are earned as the work is performed and are not refundable for work that has been performed or for Milestones that have been reached, whether or not the Client has used the resulting Deliverable.
16.2.2An Upfront Fee funds discovery, planning and the reservation of capacity. It is credited against the project fee and is not refundable after Development Commencement. Development Commencement occurs on the date on which Zatics Intelligence begins development of the Deliverables after approval of the Blueprint and receipt of any Upfront Fee that the Agreement makes a condition of commencement.
16.2.3An onboarding fee is not refundable once Zatics Intelligence has begun onboarding activities.
16.3License and Subscription Fees#
16.3.1License fees and subscription fees are not refundable for the Subscription Term in progress. The Client is not entitled to a refund because it chooses to stop using an Existing Zatics Solution during a Subscription Term.
16.3.2If the Client terminates a License for an uncured material breach by Zatics Intelligence under Section 33.2, or if Zatics Intelligence discontinues an Existing Zatics Solution under Section 33.3, Zatics Intelligence will refund the License and subscription fees that the Client has prepaid for the period after the effective date of termination, calculated pro rata.
16.4Customization, Infrastructure and Usage Fees#
16.4.1Customization fees are treated in the same way as development fees under Section 16.2. Infrastructure fees and usage fees, including AI model usage fees and other charges that Zatics Intelligence has incurred or committed to a Third Party Service provider, are not refundable, except for an amount that was billed in error.
16.5Cancellation Before Development#
16.5.1The Client may cancel a Project before Development Commencement by written notice. In that case Zatics Intelligence will retain the Fees for discovery, the preparation of the Proposal and the Blueprint, any amount that it has paid or committed to a Third Party Service provider and cannot recover, and any cancellation fee stated in the Agreement. Zatics Intelligence will refund the balance of any amount that the Client has paid, within thirty (30) days of the cancellation.
16.6Cancellation During Development#
16.6.1If the Client cancels a Project after Development Commencement, the Client will pay Zatics Intelligence for the work performed up to the effective date of cancellation, assessed in proportion to the completion of each Milestone and recorded in the Client Portal, together with committed third party costs and any early termination charge stated in the Agreement. Amounts paid in advance that exceed those sums will be refunded.
16.6.2On payment of those sums, Zatics Intelligence will deliver the work performed in its then-current state. Work in progress is delivered without warranty and is subject to Section 17.
16.7Cancellation After Delivery#
16.7.1Fees for Deliverables that have been accepted or deemed accepted are not refundable. The Client's remedies for a defect in an accepted Deliverable are those in Section 28.
16.8Exceptional Circumstances#
16.8.1Zatics Intelligence may, at its discretion and without creating a precedent, agree to a refund or credit in exceptional circumstances. Any such agreement must be recorded in writing and signed by an authorized representative of Zatics Intelligence.
16.9Chargebacks#
16.9.1If the Client has a concern about a payment, it will raise the concern with Zatics Intelligence under Section 14.6 before it asks its bank or card issuer to reverse the payment. If the Client initiates a chargeback or reversal of a payment that is properly due, Zatics Intelligence may treat the reversed amount as an overdue amount under Section 15, may recover the fees and costs associated with the chargeback, and may suspend the Services under Section 32.
16.10Refund Procedure#
16.10.1A refund that is due under this Section 16 will be paid to the original method of payment, in the currency of the original payment, within thirty (30) days of the date on which the entitlement is confirmed, after any deduction that these Terms or the Agreement permit.
17INTELLECTUAL PROPERTY#
17.1Client Owned Materials#
17.1.1As between the parties, the Client owns Client Data and Client Content, and all intellectual property rights in them. The Client grants Zatics Intelligence a non-exclusive, worldwide, royalty-free license to use Client Data and Client Content for the term of the Agreement, and for any later period that the Agreement states, for the purpose of performing the Services and exercising its rights and obligations under the Agreement.
17.2Zatics Technology#
17.2.1Zatics Intelligence owns, or has the right to license, all Zatics Technology. Zatics Technology includes Zatics Intelligence's pre-existing technology, frameworks, internal tools, templates, libraries, Software, AI Systems and orchestration methods, whether or not they are used in a Project, and all improvements to them that are made during a Project.
17.2.2Nothing in the Agreement transfers ownership of Zatics Technology to the Client, except a Transferred Deliverable to the extent stated in Section 17.4. Where Zatics Technology is incorporated into a Deliverable, it is licensed to the Client as part of that Deliverable under Section 17.3.
17.3Custom Deliverables and License#
17.3.1A Custom Deliverable is a Deliverable that Zatics Intelligence creates specifically for the Client under an Approved Blueprint.
17.3.2Unless the Agreement expressly provides for the transfer of ownership of a Custom Deliverable, Zatics Intelligence retains ownership of the Custom Deliverable, and grants the Client, on payment of all Fees due for it, a non-exclusive, non-transferable, non-sublicensable license to use the Custom Deliverable, and any Zatics Technology that is incorporated into it, for the Client's internal business purposes. Unless the Agreement states a shorter term, the license for a Custom Deliverable continues perpetually, subject to the Client's continued compliance with these Terms.
17.4Transfer of Ownership#
17.4.1Ownership of a Custom Deliverable transfers to the Client only if all of the following conditions are met:
(a) the Agreement expressly provides for the transfer of ownership and identifies the Custom Deliverable that is to be transferred;
(b) the Client has paid in full all Fees that the Agreement associates with the transfer, and all other Fees that are due and payable under the Agreement;
(c) every other condition of transfer that the Agreement states has been satisfied; and
(d) where the Agreement requires a written instrument of transfer, the instrument has been signed by both parties.
17.4.2A Custom Deliverable whose ownership has transferred under this Section 17.4 is a Transferred Deliverable. On transfer, Zatics Intelligence assigns to the Client its rights in the Transferred Deliverable, excluding Zatics Technology and Third Party Components.
17.4.3Where a Transferred Deliverable incorporates or depends on Zatics Technology, Zatics Intelligence retains ownership of that Zatics Technology and grants the Client a perpetual, non-exclusive, non-transferable license to use it solely as part of the Transferred Deliverable.
17.4.4Until the conditions in this Section 17.4 are met, the Client has no ownership interest in the Custom Deliverable, and the license in Section 17.3 applies.
17.5Existing Zatics Solutions and Customization Work#
17.5.1The Client acquires no ownership interest in an Existing Zatics Solution through a License. Customization Work performed on an Existing Zatics Solution is owned by Zatics Intelligence in accordance with Section 4.5, unless the Change Order expressly provides for the transfer of ownership of identified work and the conditions in Section 17.4 are met.
17.6Third Party Components#
17.6.1Third Party Components are licensed to the Client on the terms of their owners, which prevail over these Terms in respect of those components. Zatics Intelligence will identify the Third Party Components that are included in a Deliverable, to the extent that the Agreement or the Documentation requires, and will not claim ownership of them.
17.7Feedback and Residual Knowledge#
17.7.1The Client grants Zatics Intelligence a non-exclusive, perpetual, royalty-free license to use suggestions and feedback that the Client provides about Zatics Technology. Zatics Intelligence may use the general skills, knowledge and experience that its personnel acquire in providing the Services, provided that it does not use or disclose the Client's Confidential Information or Client Data in doing so.
17.8Reservation of Rights#
17.8.1Each party reserves all rights that are not expressly granted to the other party in these Terms. No license or other right is granted by implication or estoppel.
18SOFTWARE LICENSE#
18.1License Grant#
18.1.1Subject to these Terms and payment of the Fees, Zatics Intelligence grants the Client a non-exclusive, non-transferable, non-sublicensable License, for the Subscription Term, to access and use the Existing Zatics Solution and its Documentation for the Client's internal business purposes.
18.2License Scope, Authorized Users and Usage Limits#
18.2.1The License is limited to the Authorized Users, the number of users, the modules, the volume of usage and any other limits stated in the Agreement. The Client will not allow the Existing Zatics Solution to be used by a person who is not an Authorized User or beyond those limits.
18.2.2A credential issued to an Authorized User may not be shared. If the Client requires usage beyond the stated limits, it will notify Zatics Intelligence, and the additional usage will be licensed and charged under a Change Order.
18.3License Term and Renewal#
18.3.1The License begins on the Effective Date or the start date stated in the Agreement and continues for the Subscription Term.
18.3.2A Subscription Term renews only if the Agreement so provides. Where the Agreement provides for automatic renewal, the Subscription Term renews for a period equal to the initial period unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. Zatics Intelligence will notify the Client of the Fees that will apply on renewal at least sixty (60) days before the end of the then-current Subscription Term.
18.4Restrictions#
18.4.1Except as the Agreement expressly permits or Applicable Law does not allow to be excluded, the Client will not, and will not permit any person to:
(a) copy, modify, translate or create derivative works of an Existing Zatics Solution;
(b) reverse engineer, decompile or disassemble an Existing Zatics Solution, or attempt to derive its source code, algorithms, prompts, model configurations or orchestration logic;
(c) sub-license, rent, lease, sell, resell, distribute or make an Existing Zatics Solution available to a third party, or use it to provide a service to a third party, unless the Agreement expressly permits it;
(d) remove or alter any proprietary notice;
(e) use an Existing Zatics Solution to build a competing product or service, or to train another AI System; or
(f) circumvent usage limits, license controls or security controls.
18.5Commercial Use, Territory and Resale#
18.5.1The Client may use the Existing Zatics Solution for its own commercial business operations. The Client may not use it for a purpose that is not described in the Agreement. The Client may use the Existing Zatics Solution in the territory stated in the Agreement. If no territory is stated, the permitted territory is worldwide, except in any country or territory where use is prohibited by Applicable Law. The Client must not use the Existing Zatics Solution in a country or territory where trade or sanctions restrictions prohibit that use.
18.6Compliance Verification#
18.6.1Zatics Intelligence may verify the Client's compliance with the License by reviewing usage records, and, on reasonable notice and not more than once in each twelve (12) month period, by requesting written confirmation of compliance from the Client. If the verification shows that the Client has used the Existing Zatics Solution beyond the licensed limits, the Client will pay the additional Fees that would have applied.
18.7License Termination#
18.7.1The License ends at the end of the Subscription Term, or earlier on termination of the Agreement under Section 33. On the end of the License, the Client will stop using the Existing Zatics Solution and will delete or return all copies of the Software and Documentation in its possession. The Client may export Client Data under Section 21.4.
19AI AND AUTONOMOUS SYSTEMS#
19.1Nature of AI Systems#
19.1.1An AI System operates according to its Configured Scope. It produces Outputs by applying statistical and generative techniques to inputs, and an Output may differ between occasions even where the input is similar. An AI System does not exercise independent judgment about the Client's business.
19.2AI Agents and Autonomous Workflows#
19.2.1An AI Agent or Autonomous System performs the tasks, invokes the tools and accesses the data sources that are included in its Configured Scope. It is not authorized to perform an action that is outside its Configured Scope, and Zatics Intelligence will configure each AI Agent and Autonomous System in accordance with the Approved Blueprint.
19.2.2A change to the Configured Scope of an AI Agent or Autonomous System that adds a tool, a data source, a category of action or a level of autonomy is a Change Request.
19.3Client Authorization and Automated Actions#
19.3.1The Client authorizes each AI Agent and Autonomous System to perform the automated actions that are included in its Configured Scope. The Client is responsible for the actions that an AI Agent or Autonomous System performs within its Configured Scope, including actions that result from an incorrect or incomplete input that the Client or an Authorized User supplied.
19.3.2The Client will review the Configured Scope in the Approved Blueprint before approving it and will tell Zatics Intelligence promptly if the Configured Scope is broader or narrower than the Client intends.
19.4Human Oversight and Review Responsibilities#
19.4.1The Client is responsible for appropriate human oversight of AI Systems, and for the review and authorization of consequential decisions. A consequential decision includes a decision that has a legal, financial, employment, safety, medical, regulatory, contractual or reputational effect on an individual or an organization.
19.4.2Unless a specific Agreement states otherwise and allocates responsibility for the arrangement expressly, the Client will ensure that a suitably qualified person reviews and authorizes a consequential decision before it is acted on, and Zatics Intelligence does not assume responsibility for a consequential decision that an AI System recommends or makes.
19.5Accuracy Limitations and Potential Errors#
19.5.1Outputs may be inaccurate, incomplete, out of date, biased or inappropriate. An AI System may misinterpret an instruction, rely on incorrect information or produce an Output that appears reliable but is not. The Client will take these limitations into account in its use of Outputs and in the design of its own review processes.
19.5.2The variability of an Output is an inherent characteristic of an AI System and is not by itself a defect. An AI System is defective for the purposes of Section 28 only if it fails to meet the Acceptance Criteria.
19.6AI Generated Outputs#
19.6.1As between the parties, and to the extent that Applicable Law and the terms of the relevant Third Party Service provider permit, the Client owns the Outputs that are generated for the Client from Client Data and Client Content, and may use them for its business purposes. Zatics Intelligence does not guarantee that an Output is unique, and similar Outputs may be generated for other clients. Zatics Intelligence does not guarantee that an Output does not infringe the rights of a third party, except to the extent that Section 31.2 applies.
19.7Third Party AI Models, Availability and Changes#
19.7.1Zatics Intelligence may use AI models that are supplied by Third Party Services providers. The availability, performance, pricing and terms of those models are determined by their providers. A provider may change, restrict, deprecate or withdraw a model.
19.7.2If a model that a System uses changes or becomes unavailable, Zatics Intelligence will use commercially reasonable efforts to notify the Client and to propose a substitute model. A substitute model may produce different Outputs, and the work that is required to adopt it, if it is outside the Scope, is handled as a Change Request.
19.8AI Usage Costs#
19.8.1The Client bears the costs of AI model usage, compute and related Third Party Services that a System incurs, at the rates stated in the Agreement or, if none are stated, at the rates that Zatics Intelligence has been charged, plus any handling fee that the Agreement states. A usage estimate is not a cap on usage or on cost unless the Agreement states a cap.
19.8.2Where the Agreement states a usage limit or a prepaid balance, Zatics Intelligence may suspend usage that would exceed it, after notifying the Client, until the Client increases the limit or the balance.
19.9AI Safety Controls#
19.9.1Zatics Intelligence will implement the safety controls that are described in the Approved Blueprint or the Documentation for an AI System, which may include permission limits, approval steps, logging and thresholds. The Client will not disable or bypass a safety control without a written acknowledgment that it accepts the risk of doing so. Safety controls reduce risk but do not eliminate it.
19.10Reporting of Unexpected Behavior#
19.10.1The Client will promptly report to Zatics Intelligence any behavior of an AI System that it believes is unexpected, unsafe or outside the Configured Scope. Zatics Intelligence will investigate the report in accordance with Section 26 and Section 28.
20ZATICS AGENT ORCHESTRATION#
20.1Overview#
20.1.1Agent orchestration is the technical approach by which Zatics Intelligence coordinates AI Agents, AI models, tools and data sources within a System so that they operate together to perform a defined workflow. This Section 20 describes that approach at a high level so that the Client understands how orchestrated Systems operate.
20.2Orchestration Functions#
20.2.1Depending on the System, orchestration may include the following functions:
(a) agent orchestration and coordination, being the sequencing of tasks among AI Agents and the exchange of information between them;
(b) task routing, being the assignment of a task to the AI Agent, model or tool that is configured to perform it;
(c) model selection, being the choice among available AI models for a task according to configured criteria;
(d) context management, being the selection and presentation of the information that an AI Agent or model receives for a task;
(e) tool selection, being the choice among the tools and integrations that an AI Agent is permitted to use;
(f) compute efficiency and cost optimization, being the management of compute and model usage in accordance with configured limits; and
(g) performance monitoring, being the measurement of the operation of the System and its components.
20.3Configuration and Limits#
20.3.1The orchestration logic that Zatics Intelligence uses is Zatics Technology. An orchestrated System operates within its Configured Scope, and the choices that it makes among models and tools depend on the configuration, the availability of those models and tools and the criteria that Zatics Intelligence has configured. Those criteria may change as models and tools change, subject to Section 19.8.
20.4No Guarantee of Savings or Performance#
20.4.1Cost optimization and compute efficiency are objectives of the orchestration approach. Zatics Intelligence does not guarantee any reduction in cost, any level of speed or latency, or any level of accuracy or performance of a model or an orchestrated System, except to the extent that the Agreement states a specific service level.
20.5Performance Monitoring#
20.5.1Performance data that the Client Portal or a report presents is provided for information. Zatics Intelligence may use Usage Data derived from performance monitoring to operate, secure and improve its Systems, provided that the Usage Data does not contain the substance of Client Data.
21CLIENT DATA#
21.1Ownership and Distinction from Zatics Technology#
21.1.1As between the parties, the Client owns Client Data. Client Data does not include Zatics Technology, and the Client does not acquire any right in Zatics Technology by reason of its Client Data having been used to configure, operate or test a System. Zatics Intelligence does not acquire ownership of Client Data by processing it.
21.2Access and Processing#
21.2.1Zatics Intelligence will access and process Client Data only to provide the Services, to comply with Applicable Law and as the Client instructs. Zatics Intelligence will not sell Client Data. Zatics Intelligence will not use Client Data to train a general purpose AI model for the benefit of persons other than the Client without the Client's prior written authorization.
21.2.2Zatics Intelligence may generate and use Usage Data for its legitimate business purposes, including operating, securing and improving its Systems.
21.3Storage, Security and Retention#
21.3.1Zatics Intelligence will store Client Data in the locations and in the manner described in the Agreement or the Approved Blueprint, and will protect Client Data in accordance with Section 23. Zatics Intelligence will retain Client Data for the term of the Agreement and for the period stated in Section 21.4, unless the Agreement states otherwise or Applicable Law requires a different period.
21.4Export, Return and Deletion#
21.4.1During the term of the Agreement, the Client may export Client Data through the facilities that the System provides or, if none are provided, by written request to Zatics Intelligence, which may be chargeable if it requires work that is outside the Scope.
21.4.2After the Agreement ends, Zatics Intelligence will make Client Data available for export for thirty (30) days. After that period, Zatics Intelligence will delete Client Data within ninety (90) days, except for Client Data that it holds in backups that are overwritten in the ordinary course within that period, and Client Data that it is required by Applicable Law to retain. Zatics Intelligence will confirm deletion in writing on request.
21.5Accuracy and Authorization#
21.5.1The Client is responsible for the accuracy, quality and lawfulness of Client Data and for having the right to provide it to Zatics Intelligence. Zatics Intelligence is not responsible for errors in Outputs or in the performance of a System that result from inaccurate, incomplete or unauthorized Client Data.
21.6Personal Data#
21.6.1Where Zatics Intelligence processes Personal Data on behalf of the Client, the parties will enter into a data processing agreement or addendum as Data Protection Law requires, which is referred to in the Agreement as Data Processing Addendum. In the event of conflict between that addendum and these Terms in relation to Personal Data, the addendum prevails. The Client will not instruct Zatics Intelligence to process Personal Data in a manner that would cause either party to violate Data Protection Law.
22CONFIDENTIALITY#
22.1Confidential Information#
22.1.1Confidential Information means non-public information that a party (the Discloser) discloses to the other party (the Recipient) in connection with the Agreement, that is marked as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure.
22.1.2The Client's Confidential Information includes Client Data, Client Content and non-public information about the Client's business. Zatics Intelligence's Confidential Information includes Zatics Technology, Proposals, pricing, Documentation, security information and non-public information about its business and methods. A Blueprint contains Confidential Information of both parties, in respect of the information that each party contributed.
22.1.3The Recipient will use the Discloser's Confidential Information only to perform or receive the Services, will protect it with at least the degree of care that it applies to its own confidential information of a similar kind and not less than reasonable care, and will not disclose it except as this Section 22 permits.
22.2Access by Personnel and Providers#
22.2.1The Recipient may disclose Confidential Information to its employees, contractors, professional advisers and Third Party Services providers who need to know it for the purposes of the Agreement and who are bound by written obligations of confidentiality that are no less protective than this Section 22. The Recipient is responsible for a breach of this Section 22 by a person to whom it discloses Confidential Information.
22.3Permitted and Legal Disclosures#
22.3.1The Recipient may disclose Confidential Information to the extent that Applicable Law, a court or a competent authority requires. Where it is lawful to do so, the Recipient will notify the Discloser before the disclosure so that the Discloser may seek a protective order, and will disclose only the information that is required.
22.4Exceptions#
22.4.1The obligations in this Section 22 do not apply to information that:
(a) is or becomes publicly available other than through a breach of the Agreement;
(b) was lawfully known to the Recipient before disclosure;
(c) is lawfully received by the Recipient from a third party that is not under an obligation of confidentiality; or
(d) is independently developed by the Recipient without use of the Discloser's Confidential Information.
22.5Return and Survival#
22.5.1On the Discloser's written request after the Agreement ends, the Recipient will return or delete the Discloser's Confidential Information, subject to Section 21.4 and to any copy that Applicable Law requires it to retain or that is held in ordinary backups.
22.5.2The obligations in this Section 22 continue for five (5) years after the Agreement ends. They continue for as long as the information remains a trade secret under Applicable Law, and for as long as the information is Personal Data.
23SECURITY#
23.1Security Approach#
23.1.1Zatics Intelligence will maintain administrative, technical and organizational safeguards that are appropriate to the nature of the Client Data and the Services, and that are no less protective than those described in the Agreement and in any security measures schedule expressly incorporated into the Agreement or otherwise documented and communicated to the Client.
23.1.2Zatics Intelligence does not represent that it holds any security certification, audit report or compliance attestation unless the Agreement or the Security Measures Schedule expressly states that it does. Nothing in these Terms is a representation that a particular security measure is in place unless that measure is described in the Agreement or the Security Measures Schedule.
23.2Access Control and Authentication#
23.2.1The access control and authentication measures that apply to a System are those described in the Security Measures Schedule or the Approved Blueprint. Where they are described, Zatics Intelligence will maintain them in substantially the described form for the term of the Agreement. The Client may request a measure that is not described as a Change Request.
23.3Encryption, Monitoring and Backups#
23.3.1The encryption, monitoring and backup measures that apply to a System are those described in the Security Measures Schedule or the Approved Blueprint. Where the Agreement does not describe a backup obligation, Zatics Intelligence does not undertake to back up Client Data, and the Client remains responsible for maintaining its own copies of Client Data that it requires.
23.4Security Procedures and Incident Response#
23.4.1Zatics Intelligence will maintain procedures for identifying, assessing and responding to Security Incidents. If Zatics Intelligence confirms a Security Incident, it will notify the Client without undue delay and within any period required by Applicable Law, will provide the information about the Security Incident that is available to it and that the Client reasonably requires, and will take reasonable steps to contain and remediate it.
23.4.2Zatics Intelligence will coordinate with the Client on any notification that Applicable Law requires the Client to make to individuals or authorities. The Client is responsible for deciding whether and how to make such a notification.
23.5Client Security Responsibilities#
23.5.1The Client is responsible for the security of its own systems, networks, devices and accounts, for the confidentiality and management of the credentials of its Authorized Users, for assigning access rights appropriately, and for notifying Zatics Intelligence promptly if it suspects that a credential has been compromised or that a Security Incident has occurred.
23.6Security Limitations#
23.6.1No system is completely secure. Zatics Intelligence does not guarantee that a System or Client Data will be free from unauthorized access, loss or corruption, and is not responsible for a security event that results from the Client's failure to meet its responsibilities under this Section 23 or from a Third Party Service that is under the Client's control.
24THIRD PARTY SERVICES#
24.1Use of Third Party Services#
24.1.1Zatics Intelligence uses Third Party Services in the delivery and operation of Systems. They include AI model providers, cloud infrastructure providers, application programming interfaces, communication platforms, payment providers and external software. The Third Party Services that a System uses are identified in the Approved Blueprint or the Documentation, to the extent that they are material.
24.2Third Party Terms#
24.2.1The use of a Third Party Service is subject to the terms of its provider. Where the Client holds an account with a Third Party Service provider, or where the Client is required to accept the terms of a provider in order to use a System, the Client will comply with those terms. Zatics Intelligence is not a party to the Client's arrangements with a provider and is not responsible for the provider's performance.
24.3Third Party Fees#
24.3.1The Client bears the fees that Third Party Services providers charge for the use of their services in connection with the Client's Systems, at the rates stated in the Agreement or, where no rate is stated, at cost, together with any handling fee that the Agreement states. Zatics Intelligence will inform the Client of a material change in those fees under Section 14.8.
24.4Outages, Changes and Discontinuation#
24.4.1A Third Party Service may be unavailable, may change or may be discontinued. Zatics Intelligence is not responsible for an outage or a change that is within the control of the provider, but will use commercially reasonable efforts to mitigate its effect on the Services and to notify the Client. A change to the Scope that is needed to address a change in a Third Party Service is handled under Section 9.
24.5Subcontractors and Providers Handling Client Data#
24.5.1Where a subcontractor or a Third Party Service provider processes Client Data for Zatics Intelligence, Zatics Intelligence will ensure that the processing is governed by written terms that provide protection for Client Data that is comparable to that in Section 21, Section 22 and Section 23. Zatics Intelligence is responsible for the acts and omissions of its subcontractors in performing the Services.
24.6Payment Providers#
24.6.1Payments may be processed by a third party payment provider. The terms of that provider apply to the processing of payments. Zatics Intelligence does not store a payment card number except as the provider's terms and Applicable Law permit.
25ACCEPTABLE USE#
25.1Prohibited Conduct#
25.1.1The Client will not, and will not permit an Authorized User or any other person to, use a System, the Services or the Client Portal:
(a) for an unlawful purpose or in violation of Applicable Law;
(b) to commit or facilitate fraud or deception;
(c) to gain or attempt to gain unauthorized access to a system, account, network or data;
(d) to harass, abuse or harm any person, or to transmit unlawful, harmful or infringing content;
(e) to introduce or transmit malware or conduct malicious activity, including an attack on a System or on a third party;
(f) to collect, scrape or use data in a manner that violates Applicable Law or the rights of a person;
(g) to circumvent a security control, a usage limit or a License restriction;
(h) to reverse engineer a System, or to extract source code, prompts, model configurations or orchestration logic except as Applicable Law does not allow to be excluded; or
(i) to share, sell or misuse credentials.
25.2AI Specific Restrictions#
25.2.1In addition, the Client will not use an AI System:
(a) to produce Outputs that are unlawful, that deceptively impersonate a person or that are intended to mislead;
(b) to make fully automated decisions that affect individuals in a manner that Applicable Law prohibits or conditions on human review;
(c) to attempt to manipulate an AI System into acting outside its Configured Scope or to disable a safety control, except as Section 19.9 permits; or
(d) to extract Outputs in bulk for the purpose of training a model that competes with Zatics Intelligence's Systems.
25.3Responsibility for Authorized Users#
25.3.1The Client is responsible for the acts and omissions of its Authorized Users and for any use of a System through the Client's credentials, and will take reasonable steps to prevent unauthorized use.
25.4Monitoring and Enforcement#
25.4.1Zatics Intelligence may investigate a suspected violation of this Section 25 and may require the Client to remedy it. Zatics Intelligence may suspend the Services in accordance with Section 32 and may terminate the Agreement in accordance with Section 33.
26SUPPORT AND MAINTENANCE#
26.1Support Scope and Channels#
26.1.1Support Services are provided only to the extent that the Agreement states that they are included or that the Client has purchased them. Support Services are provided through the Client Portal and at help@zatics.tech, during the support hours stated in the Agreement or otherwise communicated in writing by Zatics Intelligence.
26.2Response Times#
26.2.1The response times for each category of support request are stated in the Support Schedule. Response times are targets for the first substantive response and not time limits for the resolution of a request, unless the Agreement states a service level that expressly applies to resolution.
26.3Maintenance, Bug Fixes, Updates and Upgrades#
26.3.1Maintenance includes the correction of defects in a System (bug fixes), the release of minor improvements and security patches (updates), and the release of a new major version or significant new functionality (upgrades). Where the Agreement includes maintenance, it includes bug fixes and updates. Upgrades are not included unless the Agreement states that they are, and may be offered at an additional fee.
26.3.2Zatics Intelligence may perform planned maintenance on notice to the Client, and may perform emergency maintenance, including to address a security risk, without notice where notice is not practicable.
26.4Custom Support and Paid Support#
26.4.1Support that is outside the support included in the Agreement is chargeable at the rates stated in the Agreement or, if none are stated, at the then-current rates of Zatics Intelligence. It includes work to address a problem that the Client or a third party caused, work on the Client's own systems, training, the development of new features and work that is Customization Work.
27DEPLOYMENT AND HANDOVER#
27.1Deployment and Production Release#
27.1.1Zatics Intelligence will deploy a System in the environment that the Approved Blueprint describes. The Client is responsible for the readiness of any environment that the Client provides. Production Release occurs after Acceptance of the relevant Deliverable or when the Client requests in writing that the Deliverable be released to production.
27.2Credentials and Access Transfer#
27.2.1Zatics Intelligence will deliver the credentials and access that the Client requires to operate the System in the manner that the Approved Blueprint describes, through a secure method. The Client is responsible for changing credentials on receipt. Zatics Intelligence will remove its own access to the Client's production environment after handover, except to the extent that it needs access to provide support that the Client has purchased.
27.3Documentation, Training and Technical Handover#
27.3.1Zatics Intelligence will provide the Documentation and the training that the Approved Blueprint describes, and will conduct the technical handover that the Approved Blueprint requires. Training that the Approved Blueprint does not describe is chargeable under Section 26.4.
27.4Source Code#
27.4.1Source code is a Deliverable only if the Approved Blueprint or the Agreement states that it is. Where source code is a Deliverable, it is delivered after payment of all Fees due for it and on the license terms of Section 17, and it does not include Zatics Technology unless the Agreement expressly identifies that Zatics Technology for delivery. Where source code is not a Deliverable, the Client receives the System in executable or hosted form.
27.5Handover Acceptance and Post-Deployment Support#
27.5.1Handover is complete when the Deliverables that the Approved Blueprint requires for handover have been delivered and accepted under Section 13. After handover, post-deployment support is provided only as the Agreement states, and otherwise the Client's remedies for defects are those in Section 28.
28WARRANTY AND DEFECT RESOLUTION#
28.1Warranty#
28.1.1Zatics Intelligence warrants that it will perform the Services with reasonable skill and care, and that a Deliverable will conform in all material respects to its Acceptance Criteria during the Warranty Period. During the Subscription Term, an Existing Zatics Solution will conform in all material respects to its Documentation.
28.2Warranty Period#
28.2.1The Warranty Period for a Deliverable is thirty (30) days from the date of its Acceptance unless the Agreement states a different period. The Warranty Period for an Existing Zatics Solution is the Subscription Term.
28.3Covered Defects#
28.3.1A defect is covered by the warranty if it is a reproducible failure of a Deliverable to conform to its Acceptance Criteria, or of an Existing Zatics Solution to conform to its Documentation, and the Client reports it to Zatics Intelligence within the Warranty Period.
28.4Excluded Issues#
28.4.1The warranty does not cover a failure that results from:
(a) a modification of the Deliverable that Zatics Intelligence did not make or approve in writing;
(b) the Client's environment, systems, Client Data or Client Content;
(c) a failure, change or outage of a Third Party Service;
(d) use of the Deliverable other than in accordance with the Documentation or these Terms;
(e) a requirement or feature that is outside the Scope;
(f) the variability or inaccuracy of an Output that is inherent in the operation of an AI System, as Section 19.5 states;
(g) a Force Majeure Event; or
(h) software that is provided as a trial, beta or evaluation release.
28.5Bug Reporting#
28.5.1The Client will report a defect through the Client Portal or the support channel in Section 26.1, describing the defect and the steps by which it can be reproduced, and providing the supporting information that Zatics Intelligence reasonably requests.
28.6Remediation#
28.6.1If Zatics Intelligence confirms a covered defect, it will repair, replace or re-perform the affected Deliverable within a commercially reasonable time that takes account of the severity of the defect. If Zatics Intelligence is unable to remedy a covered defect after reasonable attempts, the Client may terminate the affected Deliverable and Zatics Intelligence will refund the Fees that the Client has paid for it.
28.6.2To the extent that Applicable Law permits, repair, replacement, re-performance and refund under this Section 28 are the Client's sole remedies for breach of the warranty in Section 28.1.
29DISCLAIMERS#
29.1Business Results#
29.1.1Zatics Intelligence does not guarantee that a System or the Services will achieve a particular business result, including revenue, cost reduction, efficiency, adoption or return on investment. The results that the Client obtains depend on factors that include the Client's business, its use of the System and its decisions.
29.2AI Outputs and Client Decision Making#
29.2.1Outputs are generated by AI Systems and may be inaccurate. Zatics Intelligence does not warrant the accuracy, completeness or suitability of an Output. The Client is responsible for decisions that it makes or actions that it takes in reliance on an Output, as Section 19 provides.
29.3Third Party Dependencies and Availability#
29.3.1Zatics Intelligence does not warrant the availability, performance or accuracy of a Third Party Service, and does not warrant that a System will be available without interruption or free from error, except to the extent that the Agreement states an availability commitment.
29.4Data Accuracy and Regulatory Compliance#
29.4.1Zatics Intelligence is not responsible for the accuracy of Client Data. Zatics Intelligence does not warrant that a System will satisfy the legal or regulatory requirements that apply to the Client's business or industry. The Client is responsible for determining the requirements that apply to it and for its own compliance, unless the Agreement expressly allocates a specific compliance obligation to Zatics Intelligence.
29.5Relationship to Express Commitments#
29.5.1This Section 29 does not exclude or limit an express warranty, commitment, service level or obligation that Zatics Intelligence has given in these Terms, the Agreement or the Approved Blueprint. Except as these Terms or the Agreement expressly state, and to the extent that Applicable Law permits, Zatics Intelligence provides the Services and Systems without any other warranty, whether express or implied.
30LIMITATION OF LIABILITY#
30.1Direct Damages#
30.1.1Subject to this Section 30, each party is liable to the other for direct damages that arise from its breach of the Agreement.
30.2Excluded Losses#
30.2.1To the extent that Applicable Law permits, neither party is liable to the other for any of the following, whether arising in contract, tort, including negligence, or otherwise, and whether or not the possibility of the loss was foreseeable:
(a) indirect, consequential, special, incidental or punitive damages;
(b) loss of revenue;
(c) loss of profits or anticipated savings;
(d) business interruption;
(e) loss of goodwill or reputation; or
(f) loss or corruption of data, except where it results directly from a failure of Zatics Intelligence to perform a backup or recovery obligation that the Agreement expressly states.
30.3Liability Cap#
30.3.1To the extent that Applicable Law permits, the total aggregate liability of Zatics Intelligence to the Client under or in connection with an Agreement, whether in contract, tort, including negligence, or otherwise, will not exceed the total Fees paid or payable by the Client under the relevant Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; where the Agreement has been in effect for less than twelve (12) months, the cap is the total Fees paid or payable under that Agreement.
30.3.2Liability arising from a Security Incident is subject to the aggregate liability cap in Section 30.3.1, except to the extent that liability cannot lawfully be limited.
30.4Exceptions#
30.4.1Nothing in these Terms excludes or limits liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) wilful misconduct;
(d) any liability that cannot be excluded or limited under Applicable Law; or
(e) any other liability that cannot lawfully be excluded or limited.
30.4.2The Client's obligation to pay Fees is not limited by this Section 30. The parties' obligations under Section 31 are subject to the aggregate liability cap in Section 30.3.1, except to the extent that liability cannot lawfully be limited.
30.5Mitigation and Notification of Claims#
30.5.1Each party will take reasonable steps to mitigate any loss for which it may claim against the other. A party will notify the other of a claim within a reasonable period after becoming aware of the circumstances giving rise to it. A delay in giving notice will not by itself bar a claim unless the delay materially prejudices the other party.
30.6Basis of the Bargain#
30.6.1The parties acknowledge that the Fees reflect the allocation of risk in this Section 30 and in Section 29, and that the Agreement would be priced differently without it.
31INDEMNIFICATION#
31.1Client Indemnification#
31.1.1The Client will defend and indemnify Zatics Intelligence against a claim by a third party, and against the resulting damages, settlements and reasonable costs, to the extent that the claim arises from:
(a) an allegation that Client Data or Client Content infringes or misappropriates the rights of a third party or was provided without a lawful right to do so;
(b) the Client's use of a System in violation of Section 25 or Applicable Law; or
(c) the Client's instructions to Zatics Intelligence, where Zatics Intelligence has complied with them in accordance with the Agreement.
31.2Zatics Intelligence Indemnification#
31.2.1Zatics Intelligence will defend and indemnify the Client against a claim by a third party that Zatics Technology, in the form delivered by Zatics Intelligence and used in accordance with the Agreement, infringes the intellectual property rights of that third party, and against the resulting damages, settlements and reasonable costs.
31.2.2If a claim of that kind is made, or if Zatics Intelligence considers it likely to be made, Zatics Intelligence may, at its option and expense, procure the right for the Client to continue using the affected item, modify or replace it so that it does not infringe, or, if neither is commercially reasonable, terminate the License to the affected item and refund the Fees that the Client has paid for it, less a reasonable amount for the period of use.
31.3Exclusions#
31.3.1Section 31.2 does not apply to a claim to the extent that it arises from Client Data or Client Content, from a modification that Zatics Intelligence did not make, from the combination of the item with other items that Zatics Intelligence did not supply, from Third Party Components or Third Party Services, from the Client's use in breach of the Agreement, or from an Output, except to the extent that Applicable Law does not allow that exclusion. This Section 31 states the entire liability of Zatics Intelligence for a claim of infringement, to the extent that Applicable Law permits.
31.4Claims Procedure#
31.4.1A party seeking indemnification (the Indemnified Party) will notify the other party (the Indemnifying Party) promptly in writing of the claim, allow the Indemnifying Party to control the defense and settlement of the claim, and provide reasonable cooperation at the Indemnifying Party's expense. A delay in giving notice reduces the Indemnifying Party's obligation only to the extent that the delay causes prejudice.
31.5Settlement#
31.5.1The Indemnifying Party will not agree to a settlement that imposes an obligation or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent, which will not be unreasonably withheld. The Indemnified Party may participate in the defense with its own counsel at its own expense.
32SUSPENSION#
32.1Payment Suspension#
32.1.1Zatics Intelligence may suspend the Services for non-payment in accordance with Section 15.
32.2Security Suspension#
32.2.1Zatics Intelligence may suspend access to a System, or a part of it, to the extent that it reasonably considers necessary to prevent or contain a threat to the security or integrity of the System, Client Data or other clients' data, including a threat that arises from the compromise of the Client's credentials or environment.
32.3Acceptable Use Violations and Legal Requirements#
32.3.1Zatics Intelligence may suspend the Services if it reasonably believes that the Client or an Authorized User has violated Section 25, or if the suspension is required by Applicable Law or by an order of a court or competent authority.
32.4Emergency Suspension#
32.4.1Where a threat or violation described in this Section 32 requires immediate action, Zatics Intelligence may suspend the affected Services without prior notice, and will notify the Client as soon as practicable afterwards.
32.5Notice, Scope and Duration#
32.5.1Except for an emergency suspension, Zatics Intelligence will give the Client prior notice of a suspension where it is practicable to do so. A suspension will be limited to the extent and duration that is reasonably necessary. Fees continue to accrue during a suspension under Section 15 and a suspension that arises from the Client's violation of Section 25. Fees for a License do not accrue during a suspension under Section 32.2 that does not result from the Client's act or omission.
32.6Restoration#
32.6.1When the circumstance that gave rise to a suspension has been remedied, Zatics Intelligence will restore the suspended Services within two (2) Business Days. The timeline of a suspended Project is extended under Section 10.6 by the period of the suspension and the time that is reasonably required to resume work.
33TERMINATION#
33.1Term of the Agreement#
33.1.1An Agreement begins on the Effective Date and continues until the Project is completed and the Services are delivered, or, in the case of a License, until the end of the Subscription Term, unless it is terminated earlier in accordance with this Section 33.
33.2Termination by the Client#
33.2.1The Client may terminate an Agreement:
(a) for convenience, by giving Zatics Intelligence at least thirty (30) days' written notice, in which case Sections 16.5 to 16.7 and Section 33.5 apply; or
(b) if Zatics Intelligence commits a material breach of the Agreement and does not remedy it within thirty (30) days after the Client gives written notice that describes the breach and requires its remedy.
33.3Termination by Zatics Intelligence#
33.3.1Zatics Intelligence may terminate an Agreement:
(a) if the Client commits a material breach of the Agreement and does not remedy it within thirty (30) days after written notice;
(b) for non-payment, in accordance with Section 15.4;
(c) for misuse, if the Client or an Authorized User violates Section 25 in a manner that is material or that is not remedied within ten (10) Business Days after notice, or if the violation cannot be remedied;
(d) under Section 10.6, if a Client Delay is not resolved within thirty (30) days after a Pause Notice;
(e) if the Client becomes insolvent, enters bankruptcy or an equivalent procedure, or ceases to carry on business; or
(f) in the case of an Existing Zatics Solution, by giving at least one hundred and eighty (180) days' written notice that it is discontinuing that solution, in which case Zatics Intelligence will refund prepaid License fees for the period after discontinuation under Section 16.3.
33.4Effect of Termination#
33.4.1Termination does not affect a right or liability that accrued before the effective date of termination. On termination, the Client will stop using the affected Systems, Zatics Intelligence will stop performing the affected Services, and each party will comply with Section 22.5.
33.4.2Zatics Intelligence will deliver to the Client the Deliverables for which the Client has paid, in their state at the effective date of termination, subject to Section 17.
33.5Outstanding Payments#
33.5.1On termination, all Fees that have accrued up to the effective date of termination become immediately due. Where the Client terminates for convenience under Section 33.2, or Zatics Intelligence terminates under Section 33.3 other than under paragraph (f) of that Section, the Client will also pay for work performed in proportion to Milestone completion, for committed third party costs and for any early termination charge that the Agreement states. Where the Client terminates for Zatics Intelligence's uncured material breach, the Client is entitled to a refund of prepaid Fees for work that Zatics Intelligence has not performed.
33.6Data Return and Deletion#
33.6.1Zatics Intelligence will make Client Data available for export and will delete it as Section 21.4 provides. Where the Client has not paid amounts that are due, Zatics Intelligence may condition the release of Client Data on payment of the undisputed amounts, provided that it complies with Applicable Law.
33.7License Termination#
33.7.1On termination of an Agreement, the License that it grants ends, except for a license that Section 17.4 states continues after a Transferred Deliverable has been transferred, and except for a perpetual license in Section 17.3 where the Client has paid all Fees due and the Agreement has not been terminated for the Client's breach.
33.8Survival#
33.8.1The following provisions survive termination or expiry, in addition to any provision that by its nature is intended to survive: accrued payment obligations in Section 14, Section 15 and Section 16; Section 17; Section 21 for the period stated in it; Section 22; Section 29; Section 30; Section 31; this Section 33; Section 36; and Section 37.
34CLIENT PORTAL AND PROJECT RECORDS#
34.1Purpose and Contents#
34.1.1Zatics Intelligence provides the Client Portal as the system of record for a Project and for the use of a System. The Client Portal may contain:
(a) project information and project updates;
(b) Blueprints and other documents;
(c) invoices and records of payments;
(d) Milestones and their status;
(e) approvals;
(f) Change Requests and Change Orders;
(g) Deliverables;
(h) support requests; and
(i) audit records of actions taken in the Client Portal.
34.2Electronic Records#
34.2.1Records that are maintained in the Client Portal, including timestamps and the identity of the user who took an action, are electronic records of the parties' dealings. In the absence of manifest error, those records are accepted as evidence of the matters they record.
34.3Document Versioning#
34.3.1Each document in the Client Portal carries a version number and a timestamp. A new version does not replace a previous version, which remains available for reference. The most recent version that has been approved by both parties, where approval is required, is the version that governs.
34.4Access and Account Security#
34.4.1The Client is responsible for the accounts of its Authorized Users in the Client Portal and for the actions taken through them. The Client will notify Zatics Intelligence promptly if it believes that an account has been compromised.
34.5Availability and Retention#
34.5.1Zatics Intelligence will use commercially reasonable efforts to keep the Client Portal available, subject to Section 26.3. It will retain Project records for seven (7) years after the Agreement ends, and will provide a copy of the Client's records on request. The Client should download copies of documents that it needs.
35ELECTRONIC APPROVALS AND SIGNATURES#
35.1Electronic Signatures#
35.1.1The parties agree that an electronic signature has the same effect as a handwritten signature to the extent that Applicable Law permits. Where Applicable Law requires a particular form for a document, the parties will comply with that requirement.
35.2Portal Approvals and Email Approvals#
35.2.1An approval given by an authorized representative of the Client through the Client Portal is a binding approval. An approval given by email is binding if it is sent from the email address of an authorized representative of the Client to the project address that Zatics Intelligence has designated, and it identifies the document and version that it approves, where the Agreement allows approval by email. A message in an informal channel, and a verbal statement, is not an approval.
35.3Timestamped and Version Controlled Records#
35.3.1Each approval is recorded with a timestamp and a reference to the version of the document that it approves. The approval applies only to that version.
35.4Authority#
35.4.1The Client will identify its authorized representatives in the Agreement or the Client Portal and will notify Zatics Intelligence of any change. Zatics Intelligence may rely on an approval given by a person who is identified as an authorized representative.
36DISPUTE RESOLUTION#
36.1Good Faith Resolution#
36.1.1The parties will try in good faith to resolve a dispute that arises out of or in connection with an Agreement, through discussion between the project contacts of each party, for a period of ten (10) Business Days after one party raises the matter in writing.
36.2Formal Dispute Notice#
36.2.1If the dispute is not resolved under Section 36.1, either party may give a written notice of dispute to the other party's legal contact. The notice will describe the dispute, the position of the party giving it and the outcome that it seeks.
36.3Management Escalation#
36.3.1Within five (5) Business Days of a notice of dispute, each party will refer the dispute to a senior manager with authority to settle it. The senior managers will meet, in person or by video, within fifteen (15) Business Days of the notice of dispute and will try in good faith to resolve it.
36.4Mediation or Arbitration#
36.4.1If the senior managers do not resolve the dispute within thirty (30) days after the management meeting, either party may bring proceedings before the competent courts identified in Section 36.5. The parties may agree in writing to mediation or arbitration for a particular dispute.
36.5Governing Law and Jurisdiction#
36.5.1These Terms and each Agreement, and any dispute that arises out of or in connection with them, are governed by the laws of India. Subject to Section 36.4, the competent courts in India have exclusive jurisdiction over those disputes.
36.6Court Proceedings and Interim Relief#
36.6.1Nothing in this Section 36 prevents a party from applying to a court of competent jurisdiction for urgent interim or injunctive relief to protect its Confidential Information, its intellectual property rights or the security of its Systems, or from taking action to recover an undisputed amount in accordance with Section 15.
36.7Continued Performance#
36.7.1While a dispute is being resolved, each party will continue to perform its obligations that are not in dispute. The Client will continue to pay the undisputed portion of any invoice, as Section 14.6 provides.
36.8Legal Costs#
36.8.1Each party bears its own legal costs of a dispute unless the court or tribunal orders otherwise, or unless the Agreement provides otherwise. A party may recover its legal costs from the other to the extent that Applicable Law and the order of the court or tribunal allow.
37GENERAL PROVISIONS#
37.1Entire Agreement and Amendment#
37.1.1The Agreement and these Terms are the entire agreement between the parties on their subject matter and supersede earlier discussions, proposals and understandings. Each party acknowledges that it has not relied on a statement that is not set out in them. An Agreement or a Change Order may be amended only in writing, in accordance with these Terms.
37.2Severability and Waiver#
37.2.1If a provision of these Terms is held to be invalid or unenforceable, it will be enforced to the maximum extent that Applicable Law permits and the remaining provisions will continue in effect. A failure or delay by a party to exercise a right is not a waiver of it. A waiver is effective only if it is in writing and signed by an authorized representative of the waiving party.
37.3Assignment and Subcontracting#
37.3.1The Client may not assign or transfer an Agreement or a right under it without the prior written consent of Zatics Intelligence, which will not be unreasonably withheld. Zatics Intelligence may assign an Agreement to an affiliate or to a successor to its business. Zatics Intelligence may subcontract the performance of Services in accordance with Section 24.5.
37.4Relationship of the Parties#
37.4.1The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between them, and neither party may bind the other.
37.5Force Majeure#
37.5.1A Force Majeure Event is an event or circumstance that is beyond the reasonable control of the affected party and that it could not have prevented by reasonable precautions. Examples include natural disaster, epidemic, war, terrorism, civil disorder, an act of government, an industrial dispute that does not involve the affected party's own personnel, failure of public utilities or telecommunications, and a widespread outage of internet or cloud infrastructure. A failure of a Third Party Service qualifies only if the failure is itself caused by an event of this kind. An obligation to pay Fees is not excused by a Force Majeure Event.
37.5.2A party affected by a Force Majeure Event will notify the other party promptly, will use reasonable efforts to mitigate its effect, and is not liable for a failure or delay in performing an obligation to the extent that the Force Majeure Event causes it. The timeline is extended by the period of the delay that the Force Majeure Event causes. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Services by written notice, in which case Section 16.6 and Section 33.5 apply to the work performed.
37.6Notices#
37.6.1A notice under an Agreement must be in writing and sent to the legal contact of the receiving party that is stated in Section 38 or in the Agreement, by email or by another method that the Agreement specifies. Operational notices may also be delivered through the Client Portal. A notice sent by email is deemed received on the Business Day after it is sent, unless the sender receives a notice of delivery failure.
37.7Survival#
37.7.1The provisions that Section 33.8 identifies survive termination or expiry of an Agreement.
37.8Language#
37.8.1These Terms are written in English, and the English version prevails over any translation. Communications under an Agreement will be in English unless the parties agree otherwise.
37.9Interpretation#
37.9.1These Terms are to be interpreted in accordance with Section 2.2. They are not to be construed against a party on the ground that the party prepared them. A reference to a document includes that document as it is amended in accordance with its terms.
38CONTACT INFORMATION#
38.1Contact Details#
38.1.1The following contact details apply to the matters indicated. Zatics Intelligence will notify the Client of a change to its contact details through the Client Portal or in writing.
| Contact | Details |
|---|---|
| Legal contact | legal@zatics.tech |
| Billing contact | help@zatics.tech |
| Support contact | help@zatics.tech |
| Security contact | help@zatics.tech |
| Privacy contact | legal@zatics.tech |
| Operating jurisdiction | India |
| Official website | https://zatics.tech |
39VERSION HISTORY#
39.1Record of Versions#
39.1.1The following table records each version of these Terms.
| Version | Effective date | Description of changes |
|---|---|---|
| 2.0 | September 21, 2026 | Revised edition for publication, including completed company details, clarified commercial defaults, updated dispute provisions, and editorial corrections. |