Terms of Service

Agreement to Terms

By accessing or using ZeroBugLab's services or websites, you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent you are authorized to bind that company. If you do not agree, do not use our services.

Scope of Services

Services, deliverables, and timelines will be described in applicable statements of work, proposals, or order forms (each, an "SOW"). These Terms apply to all SOWs unless expressly superseded in writing.

• QA strategy and consulting, test automation, performance, and security testing
• CI/CD integration, quality tooling, dashboards, and reporting
• Knowledge transfer, documentation, and enablement

Fees & Payment

• Fees are defined in the SOW. Unless stated otherwise, invoices are due within 14 days of receipt.
• Late payments may accrue interest at 1.5% per month (or the maximum allowed by law) plus collection costs.
• Fees are exclusive of taxes; you are responsible for applicable taxes other than those based on our income.

Client Responsibilities

• Provide timely access to environments, data (redacted/sanitized where appropriate), and stakeholders.
• Ensure appropriate backups, permissions, and approvals for testing activities.
• Identify sensitive data and security constraints relevant to the engagement.

Intellectual Property

Background IP owned by each party remains that party's property. Unless otherwise stated in an SOW, deliverables created for you under an SOW are assigned to you upon full payment, excluding our pre-existing materials, tools, and know-how; we retain a non-exclusive right to re-use general know-how that does not include your confidential information.

Confidentiality

Each party will protect the other party's confidential information with the same care it uses for its own similar information (but no less than reasonable care) and will only use it for the engagement. Disclosure is permitted to employees/contractors/affiliates under confidentiality obligations and when required by law (with notice where lawful).

Data Protection & Security

Each party will comply with applicable data protection laws. Where we process personal data on your behalf, a data processing agreement (DPA) will apply. You are responsible for providing a lawful basis and appropriate instructions for any personal data you supply.

We use technical and organizational measures appropriate to the risk; you remain responsible for your own systems, credentials, backups, and network security.

Warranties

• We will perform services in a professional and workmanlike manner in accordance with the SOW.
• Except as stated, services are provided "as is" without other warranties. We do not guarantee defect-free software, uninterrupted services, or achievement of specific business outcomes.

Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, consequential, special, or punitive damages; (b) our total liability arising out of or relating to the services is capped at the fees paid or payable by you for the SOW giving rise to the claim in the 12 months before the event; and (c) these limits do not apply to your payment obligations, confidentiality breaches, or IP infringement/indemnity obligations.

Indemnity

You will indemnify and hold harmless ZeroBugLab from third-party claims arising from (a) your data, systems, or instructions; (b) misuse of the services; or (c) your breach of these Terms or applicable law. If a deliverable is found to infringe third-party IP, we may (at our option) modify, replace, or refund fees paid for the impacted deliverable as your exclusive remedy.

Term & Termination

Each SOW begins on its effective date and continues until completion, unless terminated earlier. Either party may terminate an SOW for material breach not cured within 30 days of written notice, or as otherwise stated in the SOW.

Upon termination, you will pay for services performed and expenses incurred through the termination date. Sections on confidentiality, IP, payment, limitation of liability, and any provisions intended to survive will continue.

Non-Solicitation

During the engagement and for 6 months after, neither party will solicit for employment the other party's personnel directly involved in the engagement without prior written consent, except through general advertising not targeted at the other party.

Governing Law & Disputes

These Terms are governed by the laws of the jurisdiction specified in the SOW (default: Victoria, Australia), without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the courts in that location, except either party may seek injunctive relief in any competent court.

Changes to Terms

We may update these Terms from time to time. Material changes will be communicated (e.g., via email or site notice). Continued use after changes constitutes acceptance of the updated Terms.

Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, internet or power outages, war, labor disputes), provided the affected party takes reasonable steps to mitigate and notifies the other party.