These Terms of Service ("Terms") govern the services provided by Zelbro Digital LLC, a Wyoming limited liability company ("Zelbro," "we," "us," or "our") to you, the client ("Client," "you"). By signing a proposal, paying a deposit, or otherwise engaging our services, you agree to these Terms.
1. Services
Zelbro provides website design, development, and related digital services described in a written proposal, statement of work, or order confirmation ("Proposal"). The Proposal, together with these Terms, forms the agreement between us.
2. Quotes and Estimates
Prices published on our website are starting prices for standard packages. Any quote is valid for thirty (30) days and becomes binding only when both parties have accepted a written Proposal and Client has paid the required deposit.
3. Payment Terms
Unless a Proposal states otherwise, Client shall pay a fifty percent (50%) non-refundable deposit before work begins and the remaining fifty percent (50%) upon final delivery and before the site is transferred or launched on Client-owned infrastructure. Invoices are due within seven (7) days. Late amounts accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower.
4. Scope Changes
Requests outside the agreed scope are handled through a written change order and may adjust price and timeline. We are not obligated to perform out-of-scope work until a change order is signed.
5. Revisions
Each Proposal includes a defined number of design revision rounds. Additional revisions are billed at our then-current hourly rate.
6. Timelines
Delivery dates are good-faith estimates. Client delays in providing content, feedback, or approvals will extend the timeline correspondingly. We are not liable for delays caused by Client or by third parties.
7. Client Responsibilities
Client agrees to (a) provide all content, imagery, credentials, and approvals in a timely manner; (b) warrant that any materials provided do not infringe third-party rights; and (c) designate a single point of contact authorized to make decisions.
8. Intellectual Property
Upon Client's payment in full, Zelbro assigns to Client all right, title, and interest in the final deliverables produced specifically for Client, excluding: (i) third-party assets, fonts, plugins, and libraries, which remain subject to their own licenses; (ii) our pre-existing tools, code libraries, and know-how, which we may continue to use and license under a non-exclusive basis; and (iii) work product for which final payment has not been received.
9. Third-Party Services
The website may rely on third-party services (hosting, domain registrars, analytics, payment processors, email providers). Client is responsible for maintaining accounts and paying fees for those services after handover. We are not responsible for outages, pricing changes, or discontinuation of third-party services.
10. Portfolio Rights
Unless Client requests otherwise in writing, we may reference Client and display screenshots of the delivered site in our portfolio and marketing materials.
11. Warranty Disclaimer
THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ZELBRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, specific search engine rankings, or specific business outcomes.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZELBRO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO ZELBRO UNDER THE APPLICABLE PROPOSAL IN THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.
13. Indemnification
Client shall defend, indemnify, and hold harmless Zelbro from any third-party claims arising out of (a) content or materials Client provides; (b) Client's use of the site in violation of law; or (c) Client's breach of these Terms.
14. Termination
Either party may terminate a Proposal for material breach not cured within fifteen (15) days of written notice. On termination, Client pays for all work performed through the termination date. Deposits are non-refundable.
15. Force Majeure
Neither party is liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, internet outages, acts of government, or third-party service failures.
16. Governing Law and Venue
These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules. The exclusive venue for disputes is the state and federal courts located in Laramie County, Wyoming, and each party consents to personal jurisdiction there.
17. Miscellaneous
If any provision is held unenforceable, the remaining provisions remain in effect. These Terms, together with any signed Proposal, are the entire agreement between the parties on this subject and supersede all prior discussions. Neither party may assign these Terms without the other's written consent, except in connection with a merger or sale of substantially all assets.
18. Contact
Questions about these Terms: info@zelbro.com.