Terms &
conditions

Acceptance of Terms

By accessing the ZYVENTRA website, submitting a project enquiry, signing a Statement of Work, or receiving any deliverable from ZYVENTRA, you confirm that you have read, understood, and agreed to be legally bound by these Terms and Conditions, together with our Privacy Policy, which is incorporated by reference.

These Terms apply to all visitors, clients, project partners, and any other users who access or use our services in any capacity. ZYVENTRA reserves the right to update or modify these Terms at any time without prior notice. Continued use of our services following any changes constitutes your acceptance of the revised Terms. The "Last Updated" date at the top of this page reflects when changes were last made.

Services

ZYVENTRA provides technology design, engineering, and product development services including but not limited to:

• Mobile Application Development (iOS, Android, React Native, Flutter)
• Game Development (Unity 3D, Unreal Engine, AR/VR Games)
• Web Development (Custom Websites, Web Applications, Admin Dashboards)
• AI & Automation Development (Custom AI Models, Agents, LLM Integration)
• UI/UX Design & Branding
• Digital Marketing & App Store Optimisation
• Staff Augmentation & Team Extension
• SLA Support & Maintenance Services
• Products & Solutions (Ecommerce, Immersive Technologies)

All services are subject to the scope, timelines, and deliverables defined in a signed Statement of Work (SOW) or project contract between ZYVENTRA and the Client. Nothing in these Terms creates an obligation for ZYVENTRA to provide any service beyond what is explicitly agreed in writing.

Project Agreements & Statements of Work

Each project engagement between ZYVENTRA and a Client is governed by a separate, signed Statement of Work (SOW) or project agreement. The SOW defines the specific scope of work, deliverables, milestones, timelines, payment schedule, and any other project-specific terms.

In the event of any conflict between these Terms and Conditions and a signed SOW, the SOW shall take precedence for matters specific to that project. These Terms govern all other matters not addressed in the SOW.

ZYVENTRA does not commence work on any project without a signed SOW and receipt of the agreed mobilisation advance payment. Verbal agreements, email exchanges, or informal communications do not constitute a binding project agreement.

Payment Terms

4.1 Payment Schedule All payment schedules are defined in the applicable SOW. ZYVENTRA typically operates on a milestone-based payment model, with payments due at the completion of each agreed project phase. No milestone deliverable will be released until the corresponding payment has been received and cleared.

4.2 Invoicing ZYVENTRA will issue invoices in accordance with the payment schedule set out in the SOW. All invoices are payable within seven (7) calendar days of the invoice date unless otherwise agreed in writing.

4.3 Late Payments Invoices not paid within the due date will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. ZYVENTRA reserves the right to suspend work on any active project until all overdue invoices are settled.

4.4 Currency All fees are quoted and payable in United States Dollars (USD) unless otherwise stated in the SOW.

4.5 Taxes All fees quoted by ZYVENTRA are exclusive of applicable taxes, duties, or levies. The Client is responsible for any applicable sales tax, VAT, withholding tax, or similar charges imposed by any governmental authority in the Client's jurisdiction.

4.6 Refunds Payments made for completed milestones are non-refundable. If a project is cancelled by the Client after work has commenced on a milestone, ZYVENTRA will invoice for the proportional value of work completed to the date of cancellation. Mobilisation advance payments are non-refundable under all circumstances.

Intellectual Property

5.1 Client-Owned Deliverables Upon receipt of full and final payment for all amounts owed under an SOW, ZYVENTRA assigns to the Client all right, title, and interest in the custom deliverables created specifically for that project, including source code, design assets, and documentation.

5.2 ZYVENTRA-Retained Assets ZYVENTRA retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, methodologies, know-how, and general-purpose code components used in the development process ("Background IP"). ZYVENTRA grants the Client a non-exclusive, perpetual, royalty-free licence to use such Background IP solely as incorporated into the final deliverable.

5.3 Third-Party Components The deliverables may incorporate third-party open-source software, APIs, or licensed components. The Client is responsible for complying with the applicable licence terms governing such third-party components. ZYVENTRA will disclose the use of any material third-party components in the project documentation.

5.4 Portfolio Rights Unless the Client expressly requests otherwise in writing, ZYVENTRA reserves the right to reference the existence of the engagement and include non-confidential project details in its portfolio, case studies, and marketing materials. Sensitive business details, proprietary data, and confidential product specifications will never be disclosed without written consent.

5.5 Deliverables Before Full Payment Until full payment is received, all deliverables remain the exclusive property of ZYVENTRA. The Client may not use, distribute, publish, or commercialise any deliverable until all outstanding amounts are paid in full.

Confidentiality

6.1 Mutual Confidentiality Both parties agree to keep confidential all proprietary, technical, business, and financial information disclosed by either party in connection with the project engagement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party.

6.2 NDA ZYVENTRA is willing to execute a separate Non-Disclosure Agreement (NDA) prior to any project discussion. Execution of an NDA does not constitute a commitment to commence any project.

6.3 Exclusions Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, or is required to be disclosed by applicable law or court order.

6.4 Duration Confidentiality obligations survive the termination or expiry of the project engagement for a period of three (3) years.

Project Changes & Scope

7.1 Change Requests Any request to modify the agreed scope of work must be submitted in writing. ZYVENTRA will evaluate the change request and provide a written estimate of any additional cost and timeline impact within five (5) business days.

7.2 Change Approval No change to the agreed scope will be implemented until both parties have signed a written Change Order. ZYVENTRA is not obligated to implement any scope change without an agreed Change Order.

7.3 Scope Creep Work performed outside the agreed SOW scope without a signed Change Order will be invoiced at ZYVENTRA's standard hourly rate then in effect. ZYVENTRA will notify the Client in writing before proceeding with any out-of-scope work where reasonably practicable.

Client Responsibilities

The Client agrees to:

• Provide timely, accurate, and complete project requirements, assets, and feedback within the timeframes agreed in the SOW.
• Designate a primary point of contact who has authority to provide approvals and make decisions on behalf of the Client.
• Respond to ZYVENTRA's requests for review and approval within five (5) business days. Failure to respond within this period may result in deemed approval of the submitted deliverable and/or project delays for which ZYVENTRA bears no responsibility.
• Ensure that all content, data, images, brand assets, and materials provided to ZYVENTRA are either owned by the Client or properly licensed for the intended use.
• Not provide ZYVENTRA with material that is unlawful, defamatory, obscene, infringing of any third-party rights, or otherwise objectionable.

Project delays caused by the Client's failure to meet these responsibilities will not be attributed to ZYVENTRA and may result in revised timelines and/or additional charges.

Warranties & Representations

9.1 ZYVENTRA Warranties ZYVENTRA warrants that:

• All services will be performed by qualified professionals with reasonable skill, care, and diligence.
• All deliverables will materially conform to the specifications agreed in the SOW at the time of delivery.
• ZYVENTRA has the right to enter into the project agreement and perform the services described therein.

9.2 Warranty Period ZYVENTRA provides a thirty (30) day warranty period following final delivery of any project. During this period, ZYVENTRA will correct, at no additional charge, any defects in the deliverables that prevent them from materially conforming to the agreed specifications. This warranty does not cover defects arising from modifications made by the Client or any third party, misuse, or changes to the operating environment after delivery.

9.3 Disclaimer Except as expressly stated in these Terms, all services and deliverables are provided "as is." ZYVENTRA makes no representations or warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

To the fullest extent permitted by applicable law:

10.1 ZYVENTRA's total cumulative liability to the Client arising out of or in connection with any project engagement shall not exceed the total fees paid by the Client to ZYVENTRA under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim.

10.2 ZYVENTRA shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if ZYVENTRA has been advised of the possibility of such damages.

10.3 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

Termination

11.1 Termination for Convenience Either party may terminate a project engagement by providing thirty (30) days' written notice to the other party. Upon termination, the Client will pay for all work completed up to the effective date of termination.

11.2 Termination for Cause Either party may terminate immediately if the other party materially breaches these Terms or the applicable SOW and fails to remedy the breach within fourteen (14) days of written notice specifying the breach.

11.3 Effect of Termination Upon termination, ZYVENTRA will deliver to the Client all completed work for which payment has been received. Ownership of partially completed work remains with ZYVENTRA until all outstanding amounts are settled. All confidentiality obligations survive termination.

Third-Party Services

ZYVENTRA may recommend, integrate, or rely upon third-party platforms, APIs, cloud services, or software as part of the project deliverables (e.g. AWS, Google Play, Apple App Store, Stripe, Firebase). ZYVENTRA is not responsible for the availability, performance, pricing changes, or policy changes of any third-party service. The Client is responsible for maintaining any required accounts, subscriptions, or licences for third-party services integrated into the deliverable.

App Store & Platform Submissions

Where ZYVENTRA assists with Apple App Store or Google Play Store submission, ZYVENTRA does not guarantee approval by either platform. App Store and Play Store review decisions are made entirely by Apple and Google respectively and are beyond ZYVENTRA's control. ZYVENTRA will provide reasonable assistance in addressing rejection feedback but bears no liability for rejection, removal, or de-listing of any application by any platform.