Terms of Service (ToS)

Effective Date: September 17, 2025
Last Updated: September 17, 2025

These Terms of Service (“Terms”) govern access to and use of the websites, platforms, products, and services provided by Zenitar, including its business units BRANDX (marketing & design), MERIDIAN (software solutions), and affiliated offerings such as academy, web development, and consulting solutions (collectively, “Company,” “we,” “us,” or “our”).

By accessing or using the Services (defined below), you (“Customer,” “you”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

These Terms apply to both business customers (B2B) and individual consumers (B2C). Certain clauses specify distinctions where required by law.

1. Definitions

   1. “Services”: Consulting, strategy, project execution, marketing/design, software access, academy training, and web development delivered by Company, including websites, portals, and related materials.
   2. “Order” / “SOW”: A mutually executed statement of work, order form, or proposal describing scope, deliverables, fees, and timelines.
   3. “Customer Data”: Information you or your users submit to the Services, including files, content, and personal data.
   4. “Deliverables”: Work product produced for you under an Order (e.g., brand assets, designs, documents, software configurations).
   5. “Third-Party Services”: Non-Company products or services that integrate with or are used alongside the Services (e.g., cloud, analytics, ad platforms, CRMs, payment processors).
   6. “Business Customer” (also referred to as “B2B Customer”): A legal entity (such as a company, corporation, partnership, organization) or an individual acting for purposes related to their trade, business, craft, or profession. Business Customers enter into these Terms in a professional capacity and acknowledge that consumer protection laws do not apply to them.
   7. “Consumer” (also referred to as “B2C Customer”): A natural person acting wholly or mainly outside their trade, business, craft, or profession, who purchases or uses the Services for personal purposes. Consumers are entitled to the statutory rights and protections provided under applicable consumer protection laws, including but not limited to refund, cancellation, and warranty rights where required by law.

2. Scope of Services

   1. We provide:
      1. Consulting & Execution (strategy, process optimization, project leadership, academy).
      2. BRANDX (brand identity, content, creative production).
      3. MERIDIAN (software access, implementation support, admin configuration; not custom software development unless stated).
      4. Web Development (sites, integrations, enhancements).
      5. Specific scope, deliverables, fees, and timelines are defined in each Order.

3. Accounts & Access

   1. You are responsible for maintaining the confidentiality of your accounts and credentials, and for all activities under them. You will promptly notify us of any unauthorized use or security incident.

4. Acceptable Use

   1. You will not, and will not permit others to:
      1. Use the Services unlawfully or to process illegal content.
      2. Infringe IP or privacy rights.
      3. Upload malware or disrupt systems.
      4. Attempt to bypass security measures.
      5. Resell or sublicense the Services unless expressly permitted.
      6. Scrape or harvest data except as allowed in writing.
      7. We may suspend or limit access for violations, non-payment, security risks, or legal obligations.

5. Customer Responsibilities

   1. You agree to:
      1. Provide timely information, access, and cooperation.
      2. Ensure your data and instructions are lawful and accurate.
      3. Obtain required consents from your end users.
      4. Comply with laws and platform rules (advertising, privacy, IP, export).
      5. Be responsible for your internal teams and Third-Party Services you use.

6. Third-Party Services & Platforms

   1. Our Services may integrate with Third-Party Services. Their use is governed by their own terms and privacy practices. We are not liable for their performance, uptime, policies, or availability.

7. Fees, Invoicing, Taxes, and Refunds

   1. Fees are specified in each Order and are non-cancelable and non-refundable, except where mandatory consumer protection law grants a right to cancel, refund, or remedy.
   2. Customers exercising such rights must provide reasonable proof of eligibility. We reserve the right to verify claims and deny those that do not meet legal requirements.
   3. Unless otherwise stated, fees exclude taxes and duties, which are your responsibility.
   4. Invoices are due within 30 days of issue. Late payments may accrue interest at 1.5% per month (or the maximum lawful rate) plus collection costs.

8. Intellectual Property

   1. Background IP: Each party retains ownership of pre-existing IP, tools, templates, and know-how.
   2. Deliverables: Upon full payment, you receive a worldwide, perpetual, non-exclusive license to use Deliverables for internal business or personal purposes. We retain ownership of background tools and methods.
   3. Portfolio Use: With your consent, we may showcase non-confidential Deliverables in our portfolio; consent may be revoked at any time.
   4. Third-Party Components: Open-source or licensed assets are governed by their own licenses.

9. Data Protection & Privacy

   1. Our Privacy Policy governs personal data processing. You agree that:
      1. We process personal data as necessary to provide the Services.
      2. You are responsible for providing notices and obtaining consents from your users.
      3. We implement reasonable security measures, but no system is 100% secure.

10. AI & Automated Features

    1. The Services may include AI-assisted features.
    2. We do not use automated decision-making to produce legal or similarly significant effects without human oversight.
    3. You have the right to request information on how such systems use your data.

11. Confidentiality

    1. Confidential Information must be kept secure and not disclosed except to personnel or service providers bound by confidentiality. Exceptions apply to information that is public, independently developed, or legally required to be disclosed.

12. Consumer Rights (B2C Customers)

    1. If you are an individual consumer, the following apply:
       1. Mandatory Rights: Nothing in these Terms limits your rights under applicable consumer protection laws.
       2. Cooling-Off Period: If your jurisdiction provides a statutory cancellation period (e.g., 7–14 days), you may exercise it unless waived by starting immediate service delivery.
       3. Refunds: Fees are non-refundable unless required by law and supported with reasonable proof.
       4. Warranties: Legal warranties apply where mandatory consumer law requires them.

13. Warranties & Disclaimers

    1. Mutual: Each party warrants it has authority to enter these Terms.
    2. Company: We will perform Services in a professional and workmanlike manner. Your exclusive remedy is re-performance or a proportionate fee credit.
    3. Disclaimer: Except as required by law, the Services and Deliverables are provided “as is” and “as available.” We disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

    1. To the maximum extent permitted by law:
       1. No Indirect Damages: Neither party is liable for indirect, incidental, special, or consequential damages.
       2. Cap: Our total liability is capped at amounts paid in the 12 months preceding the claim.
       3. Exclusions: These limits do not apply to: payment obligations, confidentiality breaches, IP violations, or indemnification duties.
       4. For consumers, these limitations apply only where permitted by consumer protection law.

15. Indemnification

    1. You agree to indemnify and hold harmless the Company against claims arising from:
       1. Your Customer Data.
       2. Your unlawful or unauthorized use of the Services.
       3. Your breach of these Terms.

16. Suspension & Termination

    1. We may suspend or terminate Services for violations, non-payment, or legal risks. Either party may terminate for material breach not cured within 30 days of notice.
    2. Upon termination:
       1. Access to Services ends.
       2. Fees due remain payable.
       3. You may request your Customer Data within 30 days, after which it may be deleted.

17. Governing Law & Dispute Resolution

    1. For B2B customers: These Terms are governed by the laws of Costa Rica. Disputes are subject to confidential arbitration in San José, Costa Rica.
    2. For B2C customers: Governing law is your place of residence, and disputes will be resolved in your local courts unless otherwise required by law.

18. Changes to Terms

    1. We may update these Terms from time to time. Updates will be posted with a “Last Updated” date. Continued use after updates constitutes acceptance.

19. Entire Agreement

    1. These Terms, together with any applicable Order and our Privacy Policy, constitute the entire agreement. If any provision is held invalid, the rest remain in effect.

20. Contact Information

    1. For questions, concerns, or legal notices regarding these Terms, please contact us at:

       📧 [Insert Legal Contact Email]
       📍 [Insert Full Registered Business Address]