These Terms of Service ("Terms") govern your use of the Zanii website and any services we provide. By accessing the website or engaging us to deliver services, you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company.
1. Services
Zanii provides AI, automation, and digital development services. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate statement of work ("SOW") or proposal accepted by both parties. If there is a conflict, the SOW prevails over these Terms for the matters it addresses.
2. Fees and payment
Unless the SOW states otherwise, fees are quoted in USD or AED and are exclusive of VAT. Invoices are payable within 14 days of issue. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend services for invoices more than 30 days overdue after reasonable notice.
3. Client responsibilities
- Provide timely access to information, systems, and personnel necessary for us to perform.
- Ensure you have the right to share any data, content, or credentials you provide to us.
- Review and respond to deliverables within the timeframes agreed in the SOW.
- Comply with all applicable laws when using our services and deliverables.
4. Intellectual property
Unless the SOW states otherwise, we assign to you all rights in bespoke deliverables we create specifically for you, upon your payment in full of all fees due. We retain ownership of our pre-existing tools, templates, methodologies, and general knowledge, and grant you a perpetual non-exclusive licence to use any such components embedded in your deliverables. You retain ownership of your data and content; you grant us a limited licence to use them solely to deliver services to you.
5. Third-party services
Our work often involves integrations with third-party services (including but not limited to OpenAI, Anthropic, ElevenLabs, Twilio, Vonage, WhatsApp Business, Meta, Google, Vercel, Supabase, Cloudflare). Your use of those services is governed by their own terms. We are not responsible for the availability, pricing, or policies of third-party services.
6. Confidentiality
Each party will protect the other's confidential information with at least the same care it uses for its own, and will not disclose it except to personnel who need to know and are bound by confidentiality obligations. This obligation survives the termination of any engagement for three years.
7. Warranties and disclaimers
We will perform services in a professional and workmanlike manner, using personnel with appropriate skill and experience. EXCEPT AS EXPRESSLY STATED IN THE SOW, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AI outputs are probabilistic; we do not guarantee specific outcomes, accuracy, or freedom from hallucination.
8. Limitation of liability
To the maximum extent permitted by law, our total aggregate liability under any engagement is limited to the fees paid by you to us under that engagement in the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages, or for loss of profits, revenue, or data.
9. Indemnity
Each party will indemnify the other against third-party claims arising from that party's breach of these Terms, its negligence, or its wilful misconduct. A party seeking indemnity must give prompt notice and reasonable cooperation.
10. Termination
Either party may terminate an engagement for material breach not cured within 30 days of written notice. On termination, you will pay for services performed and expenses incurred up to the termination date. Sections that by their nature should survive (including sections 4, 6, 7, 8, 9, 11) will survive termination.
11. Governing law and disputes
These Terms are governed by the laws of the United Arab Emirates and, where applicable, the Dubai International Financial Centre (DIFC). Any dispute not resolved informally within 30 days will be submitted to the DIFC Courts, to whose exclusive jurisdiction the parties submit.
12. General
These Terms together with any SOW form the entire agreement between the parties on their subject matter and supersede any prior agreement. Neither party may assign these Terms without the other's written consent, except to a successor by merger or acquisition. If any provision is unenforceable, the remaining provisions continue in full effect.
13. Contact
Zanii · Dubai, United Arab Emirates · hello@zanii.ai