Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Zeranova ("Company," "we," "our," or "us") governing your use of our AI integration services, including Cloud AI Migration Advisory, AI-Enhanced Business Analytics Suite, and AI Transformation Office as a Service, as well as our website and related services.

By engaging our services, accessing our website, or communicating with us about potential services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

2. Definitions

• "Services" refers to all AI integration consulting, implementation, and managed services provided by Zeranova
• "Agreement" means these Terms together with any Statement of Work or Service Agreement
• "Client Data" refers to data, content, and information provided by Client to Company for service delivery
• "Deliverables" means work products, documentation, and implementations specified in service agreements
• "Confidential Information" includes proprietary information shared between parties during engagement
• "Intellectual Property" encompasses patents, copyrights, trademarks, trade secrets, and other proprietary rights

3. Services Description

3.1 Service Offerings

Zeranova provides the following professional services:

• Cloud AI Migration Advisory: Platform evaluation, migration planning, and implementation guidance
• AI-Enhanced Business Analytics Suite: Analytics platform deployment and machine learning model implementation
• AI Transformation Office as a Service: Fractional AI transformation team providing program management, data science, and engineering expertise

3.2 Service Availability

Services are provided during standard business hours (Monday-Friday, 9:00 AM - 6:00 PM Thailand Time) unless otherwise specified in a Statement of Work. Emergency support may be available by prior arrangement.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services with reasonable notice to active clients. Modifications will not affect services already contracted under existing agreements.

4. Client Obligations

4.1 Information and Access

Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Grant reasonable access to systems, data, and personnel as required
• Respond to information requests in a timely manner
• Designate authorized representatives for decision-making

4.2 Cooperation

Client will cooperate with Company personnel and provide reasonable support including workspace, equipment access, and stakeholder availability as needed for project success.

4.3 Acceptable Use

Client agrees not to:

• Use services for any unlawful or prohibited purpose
• Attempt to gain unauthorized access to Company systems or infrastructure
• Reverse engineer, decompile, or disassemble any software or tools provided
• Share access credentials or service benefits with unauthorized third parties
• Use services to develop competing products or services

5. Fees and Payment

5.1 Service Fees

Fees for services are specified in individual Statements of Work or Service Agreements. Current standard pricing:

• Cloud AI Migration Advisory: ฿16,500 per engagement
• AI-Enhanced Business Analytics Suite: ฿38,500 per deployment
• AI Transformation Office as a Service: ฿48,000 per month

5.2 Payment Terms

• Invoices are issued according to agreed payment schedules
• Payment is due within 30 days of invoice date unless otherwise specified
• Accepted payment methods include bank transfer and approved payment processors
• All fees are quoted in Thai Baht (฿) and exclude applicable taxes

5.3 Late Payment

Overdue amounts may be subject to late fees of 1.5% per month or the maximum rate permitted by Thai law, whichever is lower. Continued non-payment may result in suspension of services.

5.4 Expenses

Reasonable travel and incidental expenses incurred for service delivery will be invoiced separately with appropriate documentation, subject to prior client approval for amounts exceeding ฿5,000.

6. Intellectual Property Rights

6.1 Company Intellectual Property

All methodologies, frameworks, tools, templates, and pre-existing intellectual property used by Company remain Company's exclusive property. Client receives a limited, non-exclusive license to use deliverables for their internal business purposes only.

6.2 Client Data

Client retains all rights to Client Data. Client grants Company a limited license to use Client Data solely for providing services under this Agreement.

6.3 Custom Deliverables

Intellectual property rights in custom deliverables created specifically for Client (excluding Company's pre-existing IP) transfer to Client upon full payment, subject to Company retaining rights to use general knowledge and experience gained.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain confidentiality of information marked as confidential or that reasonably should be understood as confidential given its nature and circumstances of disclosure.

7.2 Permitted Disclosures

Confidential Information may be disclosed:

• To employees, contractors, and advisors who need to know for service delivery
• As required by law or court order
• With prior written consent of the disclosing party

7.3 Duration

Confidentiality obligations survive for 5 years after the end of the engagement or until the information becomes publicly available through no fault of the receiving party.

8. Warranties and Disclaimers

8.1 Service Warranty

Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Company's sole obligation is to re-perform the deficient services at no additional cost.

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Company does not warrant that:

• Services will meet all client requirements or expectations
• AI models will achieve specific accuracy levels
• Third-party platforms or services will function without interruption
• Implementations will be error-free or bug-free

8.3 Professional Advice

Our services constitute technical advisory and implementation assistance, not legal, financial, or business strategy advice. Client should consult appropriate professionals for such matters.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY THAI LAW, COMPANY'S TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE SIX MONTHS PRECEDING THE CLAIM.

9.2 Excluded Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

9.3 Exceptions

These limitations do not apply to:

• Damages caused by Company's gross negligence or willful misconduct
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Matters that cannot be limited by Thai law

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its employees, and contractors from claims, damages, and expenses (including reasonable legal fees) arising from:

• Client's use of services in violation of these Terms
• Client's violation of applicable laws or regulations
• Claims that Client Data infringes third-party rights
• Modifications to deliverables made by Client or third parties

11. Term and Termination

11.1 Term

Individual service engagements commence upon execution of a Statement of Work and continue until completion or termination. Ongoing services (such as Transformation Office) continue on a monthly basis until terminated.

11.2 Termination for Convenience

Either party may terminate ongoing services with 30 days written notice. Fixed-term projects may be terminated by mutual agreement with appropriate compensation for work completed.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in fraud or illegal activities

11.4 Effects of Termination

Upon termination:

• Client pays for all services performed through termination date
• Company delivers work completed as of termination
• Both parties return or destroy Confidential Information (excluding archival copies required by law)
• Provisions regarding confidentiality, intellectual property, and limitation of liability survive

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of Thailand, without regard to conflict of law principles.

12.2 Jurisdiction

Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of courts in Phuket, Thailand.

12.3 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith negotiation for at least 30 days to resolve disputes.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Statement of Work or Service Agreement, constitute the entire agreement between parties regarding services and supersede all prior agreements and understandings.

13.2 Amendments

Company may update these Terms by posting revised versions on our website. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance.

13.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement of that or any other provision.

13.5 Assignment

Client may not assign rights or obligations under these Terms without Company's written consent. Company may assign to affiliates or in connection with merger, acquisition, or sale of assets.

13.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, government actions, pandemics, or infrastructure failures.

13.7 Notice

Notices must be in writing and sent to the addresses specified in service agreements. Email is acceptable for routine communications but formal notices should use registered mail or courier service.

14. Contact Information

For questions about these Terms and Conditions, please contact us: