Terms of Service

1. Acceptance

These Terms of Service govern your use of zynovatechplus.com and, unless superseded by a signed agreement, the services provided by Zynovatechplus Ltd, a company registered in Ireland ("Zynovatechplus", "we", "us").

By browsing the site, submitting a brief, or accepting a Statement of Work, you agree to these terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind it.

2. Definitions

• Statement of Work (SoW) — a document describing scope, milestones, deliverables, team composition and fees for a specific engagement.
• Deliverables — the source code, infrastructure definitions, documentation and other artefacts produced for you under an SoW.
• Background IP — anything either party owned before the engagement, or develops independently of it.
• Platform — the Zyno Control Plane and related internal tooling.
• Business day — Monday to Friday excluding public holidays in Ireland.

3. Services and scope

We provide engineering services as described in the applicable SoW. Anything not written into an SoW is out of scope until agreed through change control.

• Milestones are fixed price once scope is agreed and signed.
• Continuing squads and managed operations are billed monthly in advance at the published rate.
• We staff engagements with named individuals. Substitution requires equivalent seniority and reasonable notice to you.
• Estimates given before an SoW is signed are indicative and not binding.

4. Change control

Scope changes are normal; surprises are not. Any change that affects deliverables, timeline or cost is documented in a written change request and takes effect only when both parties approve it.

Where a milestone overruns because our estimate was wrong, we absorb the overrun. Where it overruns because scope changed, we re-quote before continuing — never after the fact.

5. Fees and invoicing

• Fees exclude VAT and other applicable taxes.
• Cloud and third-party licence costs are billed to your own accounts, never marked up through us.
• Pre-approved travel is charged at cost.
• Undisputed invoices unpaid after 30 days accrue interest at the statutory rate, and we may suspend work after 14 days' written notice.
• Disputed amounts must be raised within 10 business days of the invoice date, with reasons; the undisputed remainder stays payable.

6. Your obligations

• Provide timely access to systems, repositories, environments and the people who hold context.
• Nominate a single decision-maker empowered to accept deliverables and approve change requests.
• Review deliverables within 10 business days of submission. Absent written rejection with reasons, they are deemed accepted.
• Ensure you hold the rights to any material, data or third-party components you ask us to work with.
• Maintain your own backups; we are not your backup provider unless an SoW says so.

Where a delay is caused by unavailable access or decisions, timelines extend accordingly and standing team costs remain payable.

7. Intellectual property

7.1 Deliverables

On payment of the fees for the relevant milestone, all right, title and interest in the Deliverables transfers to you, including source code, infrastructure definitions and documentation. Work is performed in your repositories from the first commit.

7.2 Background IP

Each party keeps its Background IP. Where our Background IP or the Platform is embedded in a Deliverable, we grant you a perpetual, worldwide, irrevocable, royalty-free, non-exclusive licence to use, modify and sublicense it as part of that Deliverable, including after termination.

7.3 Open source

We may incorporate open-source components. Licences and a full SBOM are provided with each release, and we will not introduce a component under a licence you have told us to avoid.

7.4 Publicity

We will not name you, describe your systems or use your logo without your prior written consent. Anonymised, non-identifying metrics may be published unless you tell us otherwise.

8. Confidentiality

Each party will protect the other's confidential information with at least the care it applies to its own, use it only for the engagement, and disclose it only to personnel who need it and are under equivalent obligations.

These duties do not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law — in which case the disclosing party gives notice where legally permitted. Confidentiality survives termination by five years, and indefinitely for trade secrets.

9. Data protection

Where we process personal data on your behalf we act as processor under a Data Processing Agreement executed before any access is granted. Our sub-processors, security measures and transfer mechanisms are described in our Privacy Policy. Client material is never used to train machine-learning models.

10. Warranties

• We warrant that services will be performed with the reasonable skill and care of a competent professional engineering firm.
• We warrant that Deliverables will materially conform to the specification in the SoW for 90 days after acceptance. Our sole obligation for a breach of this warranty is to correct the defect at no charge, or, if we cannot, to refund the fees for the affected deliverable.
• We do not warrant that software will be error-free, uninterrupted, or fit for a purpose not stated in the SoW.
• Except as expressly stated, all implied warranties are excluded to the extent permitted by law.

11. Limitation of liability

Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings or data, however caused.

Each party's total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid or payable under the applicable SoW in the 12 months preceding the event giving rise to the claim.

These limits do not apply to death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, a party's indemnity obligations, your obligation to pay fees, or any liability that cannot lawfully be limited.

12. Indemnity

We will defend you against third-party claims that a Deliverable, as delivered by us and used as intended, infringes that party's intellectual property rights, and we will pay damages finally awarded — provided you notify us promptly, give us control of the defence and reasonable cooperation.

This does not apply where the claim arises from your modification of a Deliverable, its combination with materials we did not supply, your continued use after we provide a non-infringing replacement, or from specifications or third-party material you supplied.

You will indemnify us against claims arising from material, data or instructions you provided where you did not hold the necessary rights.

13. Term and termination

• Either party may terminate an engagement for convenience at the end of the current milestone or monthly billing period. There is no notice period beyond that and no exit fee.
• Either party may terminate immediately for material breach that remains uncured 30 days after written notice, or on the other's insolvency.
• On termination you pay for work performed and non-cancellable commitments up to that date.
• We deliver the handover pack — code, runbooks, architecture notes, dashboards and a recorded walkthrough — within 10 business days, at no additional charge.
• Client data is deleted from our systems and certified within 30 days, save where retention is legally required.

14. Non-solicitation

During an engagement and for 12 months afterwards, neither party will knowingly solicit the other's personnel who were directly involved in it. General advertising not targeted at those individuals, and responses to it, are not a breach. Where a hire does occur with both parties' agreement, a mutually agreed fee may apply.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of public infrastructure, or the acts of governments and regulators. The affected party gives prompt notice and mitigates where it can. If the event persists beyond 60 days, either party may terminate the affected SoW without liability beyond fees already earned.

16. Website use

• Site content is provided for information; see our Disclaimer for its limits.
• You may not attempt to gain unauthorised access, probe, scan or test the site's security without our written permission. Good-faith research reported to contact@zynovatech.site is welcome and will not be pursued.
• You may not scrape the site at a rate that degrades service, or use it to train models on our written content without consent.
• All site content, branding and design are our property or licensed to us.

17. General

• Governing law — the laws of Ireland, with the courts of Dublin having exclusive jurisdiction, without prejudice to mandatory consumer protections.
• Dispute escalation — before litigation, both parties will escalate in good faith to a director on each side and meet within 15 business days.
• Independent contractors — nothing creates a partnership, joint venture or employment relationship.
• Assignment — neither party may assign without the other's consent, except to a successor in a merger or acquisition of substantially all assets.
• Severability — if any provision is unenforceable, the rest survives.
• Entire agreement — the MSA, SoW, DPA and these terms form the whole agreement, superseding prior discussions.
• Order of precedence — SoW, then MSA, then DPA, then these terms.
• Notices — in writing to the addresses in the SoW, or to contact@zynovatech.site.

Read alongside our Privacy Policy and Disclaimer.