Last Updated: January 2025
By accessing or using the services provided by Zaiphr Consulting Services ("Zaiphr," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our website or services.
We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after changes are posted constitutes acceptance of the modified Terms.
Zaiphr provides artificial intelligence consulting and development services, including but not limited to:
Service scope, deliverables, timelines, and pricing will be detailed in individual project agreements or statements of work.
As a client of Zaiphr services, you agree to:
All content, materials, methodologies, frameworks, and tools developed by Zaiphr prior to or independent of client engagements remain the exclusive property of Zaiphr. This includes our website content, branding, proprietary processes, and pre-existing tools.
Upon full payment, clients receive ownership or license rights (as specified in the project agreement) to custom deliverables created specifically for their project. This includes custom-developed AI solutions, code, and documentation created exclusively for the client.
Solutions may incorporate third-party libraries, APIs, or services subject to their own licensing terms. Clients are responsible for compliance with all third-party licenses.
Clients retain all rights to their proprietary data, materials, and intellectual property provided to Zaiphr for project purposes.
Both parties agree to maintain the confidentiality of proprietary information shared during the engagement:
Additional confidentiality terms may be outlined in separate Non-Disclosure Agreements (NDAs) as appropriate.
Service fees will be outlined in project proposals or statements of work. Payment terms typically include:
Invoices are due within 15 days of issuance unless otherwise specified. Late payments may incur interest charges at a rate of 1.5% per month (18% annually) or the maximum allowed by law, whichever is lower.
Zaiphr reserves the right to suspend work on projects with overdue payments exceeding 30 days until payment is received.
Project timelines are estimates based on agreed scope and client cooperation:
Zaiphr warrants that services will be performed with reasonable care and skill consistent with industry standards. Custom solutions will substantially conform to agreed specifications at time of delivery.
EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
AI and machine learning solutions involve inherent uncertainties. While we strive for optimal performance, we cannot guarantee specific accuracy rates, outcomes, or results. Performance may vary based on data quality, integration environment, and usage patterns.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
Some jurisdictions do not allow limitation of liability for certain types of damages. In such cases, our liability is limited to the maximum extent permitted by law.
Client agrees to indemnify, defend, and hold harmless Zaiphr, its officers, employees, and partners from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:
Project engagements continue until completion of deliverables as outlined in the project agreement, unless terminated earlier per these Terms.
Clients may terminate projects with 14 days written notice. Upon termination, client is responsible for:
Zaiphr may terminate the engagement immediately if:
Upon termination, Zaiphr will deliver work completed to date (subject to payment), and both parties will return confidential materials. Sections of these Terms that by nature should survive (payment obligations, intellectual property, confidentiality, limitation of liability) will continue in effect.
In the event of any dispute, both parties agree to first attempt resolution through good faith negotiation.
If negotiation fails, parties agree to attempt mediation before pursuing other remedies. Mediation costs will be shared equally.
These Terms are governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Any legal proceedings will be conducted in the courts of New Brunswick, Canada, and both parties consent to the exclusive jurisdiction of these courts.
These Terms, together with any project agreements, proposals, or statements of work, constitute the entire agreement between parties and supersede all prior agreements or understandings.
Modifications to project scope or terms must be agreed in writing by both parties. General amendments to these Terms will be posted on our website.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
Client may not assign or transfer these Terms without Zaiphr's prior written consent. Zaiphr may assign these Terms in connection with a merger, acquisition, or sale of business.
Zaiphr operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.
For questions about these Terms of Service, please contact us:
Zaiphr Consulting Services
Email: info@zaiphr.ai
Phone: (506) 899-0558
Location: Serving Canada
By using our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.
