01About these terms

These Terms and Conditions (“Terms”) apply when you visit our website, book a free automation audit, or buy services from us. By using our website or services, you agree to these Terms. If you are agreeing on behalf of a business, you confirm you have authority to bind that business.

If you don’t agree with these Terms, please don’t use our website or services.

02Who we are

Zentronix is a trading name of [Company legal name], a company registered in [Country/State] under company number [Company number], with its registered office at [Registered address] (“Zentronix”, “we”, “us”, “our”).

You can contact us at [legal@yourdomain.com].

03Definitions

Client, you

The person or business that uses our website or buys our services.

Services

The work we provide, including AI agents, AI bots, voice agents, automations, tracking and dashboards, integrations, consulting, support and the free automation audit.

Proposal

A written proposal, quote, order form or statement of work that we and you have agreed to.

Deliverables

The workflows, configurations, prompts, scripts, dashboards and documents we create specifically for you under a Proposal.

Client Data

Any data, content or information you or your customers provide or make available to us, including CRM records, call recordings and messages.

Third-Party Platforms

Software and services we don’t own that the Services use, such as GoHighLevel, n8n, Zapier, Make, OpenAI, telephony and messaging providers.

AI Output

Any text, speech, decision, classification or action generated by an AI system as part of the Services.

04Our services

We design, build, connect and maintain AI and automation systems for businesses. The exact scope, timeline, deliverables and fees for your project are set out in your Proposal.

If these Terms and a Proposal conflict, the Proposal wins for that project, unless the Proposal says otherwise. Any separate signed agreement between us (such as a master services agreement or data processing agreement) takes priority over both.

We provide the Services with reasonable skill and care. We may use subcontractors, but we remain responsible for their work.

05Free automation audit

Our free automation audit is a no-obligation review of where your business could benefit from automation. It is general guidance based on the information you share with us. It is not a guarantee of results, and you are not obliged to buy anything afterwards.

Please don’t share sensitive personal data (such as patient health information) during the audit unless we have agreed in writing how it will be handled.

06Your responsibilities

To help us deliver the Services, you agree to:

  • give us accurate information, timely feedback and the access we reasonably need (for example to your CRM, calendar, phone numbers and accounts);
  • review and approve the knowledge, scripts, rules and settings your AI systems will use before go-live;
  • keep your login details secure and tell us promptly about any unauthorised access;
  • make sure you have the right to share any Client Data with us and to let us process it;
  • use the Services lawfully, including advertising, consumer protection, privacy, telemarketing and anti-spam laws; and
  • not use the Services to send unlawful, misleading, abusive or unsolicited content.

If you don’t provide something we need, timelines may move and extra time may be charged as described in section 12.

07AI output and its limits

AI systems work by prediction. Even when well configured, they can misunderstand a request, give an incomplete or wrong answer, or take an action you didn’t expect.

  • You decide what the AI may do on its own and what needs a person’s approval. We’ll help you set sensible limits.
  • You are responsible for reviewing AI Output that matters, especially anything financial, legal, medical or safety-related.
  • AI agents, bots and voice agents are not a substitute for professional advice and must not be presented as giving medical, legal or financial advice.
  • Similar inputs may produce different outputs. We don’t guarantee any specific wording, outcome or level of accuracy.

A person stays in charge

Every system we build includes a way to hand conversations to your team. Keep that route staffed and monitored.

08Voice agents, calls and messages

If your Services include voice agents, SMS, WhatsApp, email or other outbound communications, you are responsible for making sure they comply with the law where you and your customers are. In particular, you must:

  • have valid consent before calling, texting or messaging people, especially for automated or marketing communications;
  • honour opt-out and “do not contact” requests promptly;
  • tell callers when they are speaking with an AI and when calls are recorded or transcribed, wherever the law requires it; and
  • only contact people at reasonable times and for lawful purposes.

Rules on automated calls, call recording and messaging differ between countries and states. We can configure disclosures and opt-out handling, but we don’t give legal advice and you remain responsible for compliance.

Call charges, phone numbers and messaging fees from telephony providers are usually separate from our fees, as described in your Proposal.

09Third-party platforms

Our Services rely on Third-Party Platforms. When we use them for you:

  • their own terms, policies and pricing apply, and you may need to accept them or hold your own account;
  • their fees are your responsibility unless your Proposal says we include them;
  • they may change features, prices or availability, or have outages, which can affect your Services; and
  • we are not responsible for their acts, failures or security incidents, though we’ll help you work around problems where we reasonably can.

If a change to a Third-Party Platform means your Deliverables need rework, we’ll tell you and agree any extra cost with you first.

10Fees and payment

  • Fees. Our fees, payment schedule and any recurring charges (such as monthly maintenance) are set out in your Proposal.
  • Invoices. Unless the Proposal says otherwise, invoices are due within [14] days.
  • Taxes. Fees exclude applicable taxes, which you pay in addition.
  • Late payment. If an invoice is overdue, we may charge interest at [rate] or the maximum permitted by law (if lower), and we may pause work or suspend Services after giving you written notice.
  • Deposits. Any deposit stated in your Proposal is non-refundable once work has started, except where the law requires otherwise.

11Changes to scope

Either of us can ask to change the scope of a project. We’ll explain how the change affects timing and fees, and the change only takes effect once we both agree in writing (email is fine).

12Timelines and delays

Timelines in a Proposal are good-faith estimates. We’re not responsible for delays caused by late information, access or approvals from you, or by Third-Party Platforms. Where delays you cause require extra work, we may charge for it at our standard rates after letting you know.

13Intellectual property

What you own

You keep all rights in your Client Data and your brand. Once you have paid all fees for a project in full, you own the Deliverables we created specifically for you, and we assign our rights in them to you.

What we keep

We keep ownership of our pre-existing materials and general know-how, including templates, reusable components, frameworks and methods we use across clients (“Zentronix Materials”). Where Zentronix Materials are part of your Deliverables, we give you a non-exclusive, perpetual licence to use them as part of those Deliverables for your own business.

Showing our work

We may mention that we worked with you, and describe the project in general terms, unless you ask us not to. We will never publish your Client Data or confidential information.

14Confidentiality

Each of us will keep the other’s confidential information secret, use it only for the purposes of our work together, and share it only with people who need to know it and are bound by similar duties. This doesn’t apply to information that is public, already known, independently developed or that must be disclosed by law. These obligations continue for years after our work ends, and indefinitely for trade secrets and personal data.

15Data protection and privacy

Our Privacy Policy explains how we handle personal data collected through our website.

When we process personal data on your behalf as part of the Services, you are the controller (or business) and we act as your processor (or service provider). We will:

  • process it only on your documented instructions and for providing the Services;
  • apply appropriate security measures;
  • use sub-processors (including Third-Party Platforms) only as needed and tell you who they are on request;
  • help you respond to data requests and notify you without undue delay of any personal data breach we become aware of; and
  • delete or return personal data at the end of the Services, unless the law requires us to keep it.

Where the law requires a data processing agreement, we’ll sign one with you, and it takes priority over this section.

Healthcare clients

Don’t send us protected health information until we have agreed in writing how it will be handled, including any business associate agreement or equivalent required in your country. You remain responsible for your own healthcare compliance obligations.

16Using our website

You may use our website for lawful purposes only. You must not try to break, overload or gain unauthorised access to it, scrape it in bulk, or copy its content for commercial use without our permission. Demos, examples and figures on our website are illustrative and do not promise specific results.

We may update or remove parts of the website at any time, and we don’t guarantee it will always be available or error-free.

17Warranties and disclaimers

We warrant that we will perform the Services with reasonable skill and care, in line with good industry practice. If something we built doesn’t work as described in your Proposal, tell us within [30] days of delivery and we’ll fix it at no extra cost.

Except as stated in these Terms or required by law, the Services are provided “as is”. We don’t guarantee specific business results such as more leads, bookings or revenue, and we don’t guarantee that the Services or Third-Party Platforms will be uninterrupted or error-free.

18Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or for fraud.

Subject to that:

  • neither of us is liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data, however it arises; and
  • our total liability to you arising from the Services in any 12-month period is limited to the fees you paid us for the Services in the 12 months before the event giving rise to the claim.

19Indemnity

You agree to cover us for reasonable losses and costs arising from third-party claims caused by your Client Data, your breach of section 6 or 8, or your use of the Services in breach of the law. We’ll tell you promptly about any such claim and let you take part in its defence.

20Term, suspension and termination

  • Each Proposal runs for the period it states. Ongoing services continue until either of us ends them with [30] days’ written notice.
  • Either of us may end a Proposal immediately by written notice if the other seriously breaches these Terms and doesn’t fix it within 14 days of being asked, or becomes insolvent.
  • We may suspend Services if needed to prevent unlawful use, a security risk or harm to others, and will tell you as soon as we can.
  • When work ends, you pay for work done and costs committed up to that date. We’ll hand over your Deliverables (once paid) and return or delete your Client Data as described in section 15.

Sections that by their nature should continue after termination, including those on fees, intellectual property, confidentiality, data, liability and indemnity, will continue.

21Events outside our control

Neither of us is responsible for delays or failures caused by events outside our reasonable control, such as natural disasters, wide-scale outages of internet, cloud or Third-Party Platforms, cyber-attacks, or government action. The affected party will let the other know and do what it reasonably can to limit the impact.

22Governing law and disputes

These Terms are governed by the laws of [Jurisdiction]. If a dispute arises, we’ll both first try to resolve it in good faith by talking. If that doesn’t work within 30 days, the courts of [Jurisdiction] will have exclusive jurisdiction, unless consumer law where you live gives you the right to bring a claim locally.

23Changes to these Terms

We may update these Terms from time to time. The “Last updated” date at the top shows when they last changed. For active clients, changes that materially affect you apply from your next Proposal or renewal, unless you agree otherwise or the change is required by law.

24General

  • Entire agreement. These Terms, together with your Proposal and any signed agreements we reference, are the whole agreement between us about the Services.
  • Severability. If any part of these Terms is found unenforceable, the rest still applies.
  • No waiver. If we don’t enforce a right straight away, we can still enforce it later.
  • Assignment. Neither of us may transfer these Terms without the other’s consent, except to a successor in a merger or sale of business.
  • Independent parties. We are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.
  • Notices. Formal notices should be sent by email to the addresses in your Proposal, or to us at [legal@yourdomain.com].