Terms written to be read, not survived.
These are the terms on which Zyverra Labs designs, builds, and supports software — web platforms, AI automation, SaaS products, AI voice agents, and custom development. They are deliberately specific about scope, payment, ownership, and what happens when a project changes.
Four things worth knowing up front.
This summary is written for people, not lawyers. It does not replace the terms below, but nothing below contradicts it.
The proposal wins, not this page
These terms are the default. Where a signed proposal or master services agreement says something different, that document governs and this page fills the gaps around it.
You own what we build
On final payment, the deliverables are assigned to you outright. We keep only our pre-existing tooling and the general know-how in our engineers' heads.
Scope is fixed, honestly
We define the deliverables, the revision rounds, and the timeline in writing before we start, and we tell you early — in writing — if anything threatens them.
Confidentiality runs both ways
Everything you share about your business stays private, and the obligation binds us both for five years past the end of the engagement.
Agreement and scope
These Terms and Conditions govern your use of zyverralabs.com and any services provided by Zyverra Labs LLC(“Zyverra Labs”, “we”, “us”). By browsing this site, submitting an enquiry, using our AI assistant, or engaging us for work, you accept these terms. If you do not accept them, please do not use the site or our services.
Where you accept a written proposal, statement of work, or master services agreement from us (each, a “Project Agreement”), that document forms a contract with you and incorporates these terms.
If you accept these terms on behalf of a company, you confirm you are authorised to bind it, and “you” means that company. Our services are offered to businesses and to individuals acting in a professional capacity; they are not directed at consumers, and nothing here limits any non-waivable statutory right you may hold.
Personal data is handled as described in our Privacy Policy, which forms part of these terms.
Changes to these terms
We may update these terms as our services and legal obligations evolve. The effective date at the top of the page always reflects the current version. Changes apply to new engagements and to continued use of the site; they do not retroactively change the terms of a signed Project Agreement already in progress.
Services
We provide software design, engineering, and support services, which may include any of the following:
- Web and application development — marketing sites, web platforms, dashboards, and internal tools.
- SaaS product development — multi-tenant products, billing integration, and the surrounding infrastructure.
- AI automation and AI agents — assistants, retrieval systems, workflow automation, and integrations with third-party models.
- AI voice agents — conversational voice systems and the telephony or streaming integrations they depend on.
- Custom software development — bespoke systems, APIs, data models, and migrations.
- Ongoing support and maintenance where agreed in writing.
What is in scope
The specific deliverables, milestones, technologies, revision rounds, and fees for your engagement are defined in your Project Agreement. Anything not described in that document is out of scope. Requests that fall outside it are handled as a change request under section 7, not as part of the agreed fee.
Website content and the AI assistant
Content on this site, including case studies, articles, and anything generated by our AI assistant, is provided for general information. It is not a quote, a commitment, or professional advice. AI-generated responses can be inaccurate, and nothing the assistant says binds us until a person from our team confirms it in writing.
Acceptable use
You agree not to misuse this site or our services — including attempting to gain unauthorised access, probing or scanning our systems without written permission, interfering with availability, scraping content at scale, submitting unlawful or infringing material, or using our services to build anything unlawful. We may suspend access immediately where we reasonably suspect such misuse.
Subcontracting
We may engage vetted subcontractors or specialist collaborators to deliver parts of an engagement. We remain fully responsible to you for their work and for their compliance with the confidentiality obligations in section 9.
Payments
Fees, currency, payment schedule, and any expenses are set out in your Project Agreement. Unless that document says otherwise, the following applies.
- Deposit. Fixed-scope projects require an advance payment of 50% of the total fee before work begins. We schedule engineering capacity only once it clears.
- Milestones. The remaining balance is invoiced against the milestones defined in the Project Agreement, or on completion where no milestones are defined.
- Retainers and ongoing work. Monthly engagements are invoiced in advance at the start of each period. Unused hours do not roll over unless the Project Agreement says they do.
- Payment terms. Invoices are payable within 14 days of the invoice date.
- Taxes and charges. Fees are exclusive of VAT, sales tax, withholding tax, and any other duties, which are your responsibility. Bank transfer, currency conversion, and payment processor fees are borne by you, so that we receive the full invoiced amount.
- Third-party costs.Hosting, domains, model and API usage, licences, and other third-party services are billed to you at cost, or are purchased in your own accounts. We are not responsible for a provider’s price changes.
Late payment
Invoices more than 14 days overdue may accrue interest at 1.5% per month on the outstanding balance, or the maximum permitted by law if lower. We may suspend work, deployments, and support after written notice while an invoice remains unpaid, and any affected timeline shifts accordingly. Work suspended for non-payment does not constitute a breach by us.
Refunds
Fees cover engineering time and reserved capacity, and are non-refundable once the corresponding work has been performed. If you terminate a fixed-scope project early, you are billed for all work completed and committed up to the effective termination date; any balance you have paid beyond that amount is refunded within 30 days. Deposits are non-refundable once work has commenced.
Disputed invoices
Raise any dispute in writing within 10 days of the invoice date, identifying the specific items in question. Undisputed amounts remain payable on the original terms while we resolve the rest in good faith.
Intellectual property
What you own
On receipt of full payment of all sums due for an engagement, we assign to you all right, title, and interest in the deliverables created specifically for you under that engagement — including bespoke source code, designs, and documentation. The assignment is worldwide, perpetual, and irrevocable.
You also retain everything you brought to the project: your brand, content, data, trademarks, and any materials or systems existing before the engagement (“Client Materials”). You grant us a limited licence to use Client Materials solely to perform the services.
What we keep
We retain ownership of our pre-existing and background IP: internal libraries, boilerplates, architectural patterns, prompt frameworks, tooling, and general methods developed before or independently of your project. Where any of it is embedded in a deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify, and sublicense it as part of that deliverable — you never need our permission to run, change, or resell your own product.
Nothing in these terms restricts our engineers from using the general skills, knowledge, and experience gained during an engagement on future work, provided no confidential information of yours is disclosed.
Third-party and open-source components
Deliverables may incorporate open-source or commercially licensed third-party components. These remain the property of their respective owners and are supplied to you under their own licences, which you agree to comply with. We will tell you about any component whose licence imposes an obligation materially affecting how you can use the deliverable.
AI-assisted development and model outputs
We may use AI-assisted tooling during development. We take responsibility for reviewing and testing all code we deliver, whatever produced the first draft. Where a deliverable calls a third-party AI model at runtime, rights in the generated outputs are governed by that provider’s terms; we make no separate ownership claim over them, and we do not warrant that model outputs are accurate, original, or non-infringing.
Portfolio rights
We may identify you as a client and describe the work at a general level in our portfolio and marketing, including a screenshot or visual excerpt, unless you ask us in writing not to. We will never disclose confidential information, metrics, or source code in doing so, and we will honour a withdrawal request within 30 days.
Site content
All content on zyverralabs.com — text, design, code, logos, and marks — is owned by Zyverra Labs LLC or its licensors and is protected by copyright and trademark law. You may not copy, republish, or create derivative works from it without our written permission.
Client responsibilities
Software projects fail on inputs far more often than on engineering. To deliver on time, we need the following from you.
- A single decision-maker with authority to approve scope, designs, and milestones, available for the agreed check-ins.
- Timely feedback and approvals — within 5 business days of a request, unless we agree otherwise in writing.
- Content, assets, and credentials — copy, images, brand guidelines, and access to the accounts, APIs, repositories, and environments the work depends on.
- Accurate, lawful materials. You confirm you own or are licensed to use everything you give us, and that our agreed use of it will not infringe any third-party right or breach any law.
- Compliance in your domain. You are responsible for the legal and regulatory requirements applying to your business and your users — including your own privacy notices, consent flows, and any sector-specific rules — and for telling us about them before we build.
- Your own accounts and costs. Hosting, domains, model usage, and third-party subscriptions after handover are yours to hold and pay for.
- Security hygiene on your side — protecting the credentials you hold, revoking access when your staff change, and telling us promptly of any compromise.
Delays caused by inputs
Where we are waiting on you, the timeline extends by the length of the delay and we are not liable for the resulting slip. If an engagement is paused on your side for more than 30 consecutive days, we may release the reserved capacity, invoice for all work completed to that point, and reschedule the remainder subject to availability. Restarting after a pause may require a remobilisation fee.
Non-solicitation
During an engagement and for 12 months afterwards, neither party will directly solicit for employment any individual who worked on the project for the other, without written consent. General public job advertising is not a breach of this clause.
Revisions
Every engagement includes a defined number of revision rounds so that refinement is planned rather than open-ended. Unless your Project Agreement states otherwise:
- Design — up to two rounds of consolidated revisions per screen or design deliverable.
- Development — up to two rounds of consolidated revisions per milestone, within the approved scope.
- Bug fixes are never revisions. Defects — where a deliverable does not behave as specified — are corrected free of charge and do not consume a round.
How a round works
A round means one consolidated set of written feedback, delivered together. Please gather comments from all your stakeholders before sending them; feedback arriving piecemeal after we have begun a round counts as the next round.
What counts as a change, not a revision
Refining something already approved is a revision. The following are change requests, quoted separately before any work starts:
- New features, screens, or integrations not in the approved scope.
- Reversing a decision you previously signed off, where work has been built on it.
- A change of direction on brand, platform, architecture, or core user flow.
- Revisions requested after a milestone has been accepted under section 7.
Additional revision rounds beyond the included allowance are billed at our prevailing hourly rate, quoted and approved in writing first. We will never perform chargeable work without telling you the cost in advance.
Project delivery
Timelines
Timelines in a proposal are good-faith estimates based on the agreed scope and on your inputs arriving as described in section 5. They are not guarantees, and they assume no change requests mid-flight. We tell you in writing, early, if anything threatens a date — that commitment matters more to us than an optimistic estimate.
Milestones and acceptance
We deliver in milestones. On delivery of each, you have 7 days to review it against the agreed specification and either accept it or send written notice of specific deficiencies. We correct genuine deficiencies at no cost and redeliver.
Change requests
Any change to the agreed scope is documented in writing with its effect on fees and timeline, and takes effect only once you approve it. We do not absorb scope silently, and we do not bill for it silently either.
Handover
On completion and full payment we hand over source code, deployment access, and the agreed documentation. Where we have held credentials or infrastructure on your behalf, we transfer them to your accounts.
Warranty period
For 30 days after final delivery, we fix defects in our work at no charge — cases where a deliverable does not perform as specified. The warranty does not cover changes you or a third party make to the code, faults in third-party services or models, changes in third-party APIs, new feature requests, or issues arising from use outside the documented environment.
Third-party dependencies
Deliverables may depend on third-party platforms, APIs, and AI models we do not control. We are not responsible for their availability, performance, pricing, or changes to their terms. Where such a change requires rework, we quote it as a change request.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, strikes, government action, and failures of internet, power, or major cloud infrastructure. Affected obligations are suspended for the duration, and each party will work in good faith to limit the impact.
Limitation of liability
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. Subject to that:
- Liability cap.Each party’s total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us for that engagement in the 12 months preceding the event giving rise to the claim.
- Excluded losses. Neither party is liable for indirect, incidental, special, or consequential loss, nor for loss of profit, revenue, anticipated savings, business, goodwill, or data, however arising, even if advised of the possibility.
- Third-party services. We are not liable for loss caused by third-party platforms, APIs, hosting providers, or AI models, including outages, price changes, deprecations, or their own security incidents.
- AI outputs. Generative systems can produce inaccurate or unexpected output. Where a deliverable uses AI, you are responsible for the human review, guardrails, and monitoring appropriate to your use case, and we are not liable for decisions made in reliance on model output.
- After handover. Once code is handed over, we are not liable for changes made by you or by anyone else, nor for issues arising from unmaintained dependencies outside a support agreement.
- Website use.This website and its AI assistant are provided “as is”. To the fullest extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Backups and data
You are responsible for maintaining backups of your data and content, unless a written support agreement puts that duty on us. We are not liable for data loss where no such agreement is in place.
Indemnity
You will indemnify us against claims arising from Client Materials you supplied, from your use of the deliverables in breach of these terms or of applicable law, and from your failure to meet regulatory obligations in your own domain. We will indemnify you against third-party claims that the bespoke deliverables we created infringe their intellectual property rights, provided you notify us promptly and let us control the defence. That indemnity does not apply to Client Materials, third-party or open-source components, AI model outputs, or modifications made after handover.
Time limit
Any claim arising out of an engagement must be brought within 12 months of the date the claiming party became aware, or should reasonably have become aware, of the circumstances giving rise to it.
Confidentiality
Confidential Information means any non-public information disclosed by one party to the other in connection with an engagement — business plans, source code, architecture, data, customer lists, pricing, roadmaps, credentials, and anything a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
Each party agrees, as the receiving party, to:
- Use the other’s Confidential Information solely to perform or receive the services.
- Protect it with at least the same care it applies to its own confidential information, and never less than a reasonable standard of care.
- Disclose it only to employees and subcontractors who need it for the engagement and who are bound by equivalent obligations, remaining responsible for their compliance.
- Return or destroy it on written request at the end of the engagement, save for copies retained in routine backups or required by law.
Exclusions
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, is lawfully received from a third party without restriction, or is independently developed without reference to the other’s Confidential Information.
Compelled disclosure
If disclosure is required by law, regulation, or court order, the receiving party may comply, but will give the other prompt written notice where legally permitted so it can seek protective measures, and will disclose only what is required.
Duration
Confidentiality obligations survive termination and continue for five years afterwards. Trade secrets and personal data remain protected for as long as the law provides. Personal data is additionally governed by our Privacy Policy and, where we process personal data on your behalf, by the data processing agreement between us.
Damages may not be an adequate remedy for a breach of this section, and either party may seek injunctive relief in addition to any other remedy available.
Termination
Termination for convenience
Either party may terminate an engagement on 14 days written notice. You remain liable for all work completed, plus work already committed and capacity reserved for the notice period. We will not start new workstreams during notice without your written approval.
Termination for cause
Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice describing it, or if the other becomes insolvent, enters administration or liquidation, or ceases to trade. Non-payment more than 30 days past due is a material breach.
Immediate suspension
We may suspend services or site access immediately, without notice, where we reasonably believe there has been unlawful activity, a breach of the acceptable use provisions in section 2, or a threat to the security or integrity of our systems or another client’s data.
What happens on termination
- We invoice all work performed and committed to the effective date; those sums become immediately payable.
- On payment in full, ownership of the completed deliverables assigns to you under section 4. Where sums remain unpaid, no assignment takes place and you have no licence to use the work.
- We provide a reasonable handover of completed work, source code, and access credentials. Handover assistance beyond a reasonable transfer may be quoted separately.
- Each party returns or destroys the other’s Confidential Information on request, subject to section 9.
Survival
Sections 3 (accrued payment obligations), 4, 8, 9, 10, and 11 survive termination or expiry, together with any other provision that by its nature is intended to.
Governing law and disputes
These terms and any dispute or claim arising out of them — including non-contractual disputes — are governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Resolving a dispute
We would rather solve a problem than litigate one. Before starting formal proceedings, the parties will escalate the matter to senior representatives and attempt in good faith to resolve it within 30 days of written notice describing the dispute. This step does not prevent either party from seeking urgent injunctive relief.
Jurisdiction
If the dispute is not resolved, the parties submit to the exclusive jurisdiction of the courts of Lahore, Punjab, Pakistan. Where a Project Agreement instead provides for arbitration, that dispute will be finally settled by arbitration seated in Lahore, Pakistan, conducted in English, before a single arbitrator, and the award will be final and binding.
Individual claims
Disputes are brought on an individual basis only. Neither party may bring a claim as a plaintiff or class member in a class, consolidated, or representative action.
General
- Entire agreement. These terms, together with your Project Agreement and our Privacy Policy, form the entire agreement between us and supersede all prior discussions, proposals, and representations.
- Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the rest remains in full force.
- No waiver. Failing to enforce a provision is not a waiver of the right to enforce it later.
- Assignment.Neither party may assign these terms without the other’s written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
- Independent contractors. We are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
- Notices. Formal notices are given in writing by email to hello@zyverralabs.com and to the address you supplied, and are deemed received on the next business day.
- Language. These terms are drafted in English. Any translation is provided for convenience, and the English version governs.
- Third parties. No one other than the parties has any right to enforce these terms.
Contact information
Questions about these terms, a proposal, or an engagement all go to the same place, and a person reads every one.
For privacy requests, data access, or deletion, see our Privacy Policy. To discuss a project, start a conversation from the contact section and we will reply personally.
Ask us about any clause here.
We would rather explain a term now than have it surprise you later. Email us and a person will reply.
Email hello@zyverralabs.com