Zenith Systems — Client Services Agreement

1.1 The Order Form sets out the services. It will say which of these applies:

• One-time Product — a defined deliverable built once and handed over (for example a website, or a single automation), optionally with an ongoing Maintenance Service.
• Managed Service — ongoing monthly work across whatever the Order Form lists (for example, advertising management, automations, Google Business Profile, lead capture and follow-up).

1.2 Anything not written on the Order Form is not included. If you want something added, we will price it as a change and put it in writing before starting. We are not being difficult: an unwritten scope is the single most common way these relationships sour.

1.3 Changes and new work on a Managed Service. While the monthly is running, changes to what we have already built and new builds of the kind listed on the Order Form are included — that is what the monthly pays for. You do not get a separate quote every time something needs doing.

We work on one major build at a time, in the order you ask for them. That is the only limit, and it exists so that everything gets done properly rather than three things being half-done at once. Anything genuinely outside the listed scope is a new Order Form.

1.4 Revisions on a one-time Product. Where there is no ongoing service, reasonable fixes to what was delivered are covered by clause 5.2 and clause 9.1. New work is a new Order Form.

2.1 Fees are as set out on the applicable Order Form. No amounts appear in this Agreement.

2.2 One-time Products are 50% up front and 50% on acceptance, unless the Order Form says otherwise. The deposit is due before work starts and is non-refundable once work has begun (clause 10.1).

2.3 Ongoing fees are charged in advance, on the billing date shown on the Order Form, for the month ahead. They are due whether or not you used the service that month, the same way a gym membership is.

2.4 A setup fee, where the Order Form includes one, is non-refundable and is due with the first monthly payment. It pays for the work that happens before anything is running.

2.5 Payment method. You authorise us, and our payment processor, to charge the card or account you give us for the fees on the Order Form, including the recurring monthly fee, until this Agreement ends under clause 11. You get an emailed receipt for every charge.

2.6 Billing questions come to us first. If you think a charge is wrong, email us and we will look at it and fix it if it is. Raising it with us before disputing it with your bank is part of this Agreement. A dispute filed without that costs us a processor fee whether or not it succeeds, and you agree to cover that fee if the dispute is not upheld.

2.7 Late payment. Overdue amounts carry a late fee of 1.5% per month, or $25, whichever is greater. We may pause work until an invoice is settled. Nothing is switched off before the process in clause 4.

2.8 Fees may change on renewal, with at least 30 days' written notice before the change takes effect. We will never change the price of work already quoted or in progress.

2.9 Third-party costs are yours. Domain registration, hosting where it is billed to you, advertising budgets, software subscriptions and similar are either paid by you directly or billed on at cost, as the Order Form states.

2.10 Taxes. Fees are exclusive of any sales, use or similar tax. Where one applies it is added to the invoice and payable by you.

3.1 Where the Order Form says so, we will manage advertising for you. The advertising budget is always yours: paid by you, on your own payment method, in your own ad accounts.

3.2 We never fund your advertising, and we are never obliged to. Any management fee on the Order Form is for our work and is entirely separate from the budget.

3.3 You decide the budget and can change or stop it at any time — telling us in writing is enough. Stopping the budget does not change the management fee for a month already begun.

3.4 We are not responsible for advertising results (clause 9.2), nor for a platform rejecting, restricting or suspending your account or your ads (clause 12).

We would much rather talk to you than switch anything off. This clause exists so that if it ever does happen, nobody is surprised.

4.1 If an invoice for an ongoing service goes unpaid:

• we write to you about the missed payment, on the missed due date;
• we send further reminders and try to reach you, over the following two to three weeks;
• only after that, and only after written warning, services we host may be suspended;
• the Agreement may be terminated a further 30 days after suspension.

4.2 You keep your domain name at every stage, including after termination. It is registered in your name and it is yours. We will never hold your business name or brand.

4.3 If you pay what is owed during suspension, we will restore the service promptly.

4.4 Once suspended, work stops. We are not responsible for business lost while a service you have not paid for is switched off.

4.5 A failed card is usually an expired card, not a decision. We will try to reach you by phone as well as by email before treating it as non-payment.

5.1 We deliver by the dates on the Order Form, subject to clause 8.

5.2 You have 7 days from delivery to tell us in writing what is wrong. Anything that does not match the Order Form, we fix free.

5.3 If we hear nothing within those 7 days, or you put the work into use, the work counts as accepted and any balance falls due.

5.4 Acceptance does not end the obligation in clause 9.1: if something we built breaks, we fix it.

6.1 One-time Products: when the final invoice for that product is paid, ownership of the delivered work transfers to you.

6.2 Managed Service: the systems, automations, templates, configurations and processes we build and operate remain ours, and you have a licence to the benefit of them for as long as the service is paid and running. They are the thing you are paying us to run, not a thing you are buying.

6.3 Your material stays yours — business name, logo, photographs, copy, customer data and anything else you give us. We claim nothing in it.

6.4 Our background tools stay ours — anything built before this Agreement, or used across multiple clients.

7.1 Your domain is registered in your name. We do the entire setup for you; you do not need to touch anything.

7.2 Hosting and platform accounts we operate sit under Zenith unless the Order Form says otherwise. Running them is part of what an ongoing fee pays for.

7.3 Where you hold accounts we need — Google Business Profile, ad accounts, analytics — you give us access as a user. That access is used only for the work on the Order Form, and ends when this Agreement ends.

8.1 Projects stall here more than anywhere else. Delays caused by these are not our fault and may move agreed dates:

• the intake form, plus photos, logo, business details and any copy only you can provide — within 3 business days of us asking;
• access to the accounts we have asked for, within 3 business days — Google Business Profile, ad accounts and anything else named on the Order Form;
• answers and approvals within a reasonable time — we will say what we need and by when;
• one named person who can make decisions.

8.2 You confirm you have the right to give us everything you give us — text, images, logos, video, customer lists and contact data — and that our using it for the work will not infringe anyone's rights.

8.3 The 3 business days in 8.1 are what keeps a start date real. We will chase rather than stall, and we are not going to fall out with you over a day. But a start date assumes the material arrives, so if it does not, the dates on the Order Form move by however long we waited.

9.1 We guarantee the work:

• it will be built to the scope on the Order Form;
• it will be delivered by the dates on the Order Form, subject to clause 8;
• defects are fixed free — if something we built is broken, we fix it;
• it stays maintained and running for as long as an ongoing service is paid.

These are all inside our control, so they can always be honoured.

9.2 We do not guarantee results. We make no promise about lead volume, enquiry numbers, search rankings, sales or revenue.

That is not a hedge, and here is exactly why. Those outcomes depend on things not in our control:

• your local market, and the season it is in;
• whether you answer your phone and follow up — realistically the single biggest factor, and it is entirely yours;
• what your competitors do;
• changes by third parties such as Google or Meta, which can happen overnight and without notice;
• and time — these systems need data before they can be tuned.

9.3 Nothing said in any advertisement, text message, phone call, meeting or proposal is a guarantee of results. Only clause 9.1 is a promise.

9.4 Except as stated in 9.1, the services are provided without warranties of any kind, so far as the law allows.

10.1 Deposits are non-refundable once work has started. They reserve your slot and cover work already begun.

10.2 If you cancel mid-project, you pay for work completed to that point. Anything paid beyond that is refunded.

10.3 Ongoing fees are not refundable, in whole or in part, for a period already begun. There is no pro-rata refund for part of a month. See clause 11 for how notice works.

10.4 If we fail to deliver something in clause 9.1 and cannot put it right in a reasonable time, you get a refund of the amount paid for that part.

10.5 No refunds are given because results fell short of hope. See 9.2.

11.1 Either of us may end an ongoing service with 30 days' written notice. No lock-in, no exit fee. Email is fine.

11.2 How the notice period works. Ongoing fees are charged in advance (clause 2.3). The last fee we charge is the one falling due on or before the end of your 30-day notice period. The service then runs to the end of that paid period. Nothing after it is charged, and nothing already begun is refunded (clause 10.3).

11.3 Worked example. Billing date the 1st, and you give notice on 10 March. The 30 days ends 9 April. The 1 April charge falls before that, so it stands and it is the last one — your service runs to 30 April and nothing is charged in May.

11.4 You can cancel on any day of the month. There is no window you have to hit, no form to find, and nothing renews behind your back.

11.5 We may terminate immediately if you fail to pay after the process in clause 4, breach this Agreement seriously and do not fix it within 14 days of being asked, or are abusive to us or to anyone working with us.

11.6 On termination: you pay for work done and for the notice period; your domain and your own material stay yours; access we hold is handed back or closed; systems under clause 6.2 stop, because they were licensed rather than sold.

11.7 We will hand over cleanly. We will not be obstructive about a client leaving.

12.1 We are not responsible for other companies. That includes Google, Meta, your hosting provider, domain registrar, phone carriers, payment processors and any other third party — their outages, price changes, policy changes, account suspensions, algorithm changes or mistakes.

12.2 We are not liable for delay or failure caused by events beyond reasonable control: outages, natural events, illness, strikes, war, or changes in law.

12.3 If a third party suspends or restricts your account for something you did, that is not our responsibility, though we will help where we reasonably can.

13.1 Our total liability under this Agreement is limited to the fees you paid us in the 3 months before the claim.

13.2 We are not liable for lost profits, lost business, lost data, lost goodwill, or any indirect loss.

13.3 Nothing here limits liability that cannot legally be limited, including for death or personal injury caused by negligence, or for fraud.

14.1 You cover us against claims arising from: material you gave us; your own products or services; how you use the leads, contacts or systems we deliver; and your compliance with marketing, calling and messaging rules, including the TCPA and CAN-SPAM. This does not apply to the extent we caused the claim.

14.2 We cover you against a claim that work we built for you infringes someone's copyright or trademark, provided you tell us promptly and let us handle it. It does not apply to material you supplied.

14.3 Both of these are subject to clause 13.

15.1 Running lead capture and follow-up means we will hold your customers' names and contact details. We take that seriously.

15.2 We use it only to do the work on the Order Form, and on your instructions. We do not sell it, rent it, or use it for anyone else.

15.3 We keep it reasonably secure, and return or delete it on request after termination.

15.4 You are responsible for having the right to give us any contact data you hand over, and for how you use the leads we deliver — including compliance with marketing and calling rules.

15.5 If you need a data processing agreement or similar for your own compliance, ask and we will sign a reasonable one.

15.6 Texting and calling your contacts — you confirm they agreed to hear from you. Where the work involves us sending text messages or placing calls to your customers or contacts, on your behalf or through a system we run for you, you confirm that:

• every number you give us was collected with the consent that US messaging and calling rules require, including the TCPA and the carrier registration rules that apply to business texting (10DLC), and you can show where that consent came from if a carrier or a regulator asks;
• the list is yours. It was not bought, rented, scraped or taken from a third party;
• you will tell us promptly about anyone who opts out or asks to be left alone, and you will not ask us to message or call them again; and
• the messages you ask us to send are about your own business, not anyone else's.

15.7 We will not send messaging we believe breaches those rules, and we may refuse or stop a campaign on that basis without it being a breach of this Agreement by us. Penalties under the TCPA run per message and are not something either of us can insure away, which is why this clause is worded plainly rather than buried. Your indemnity in clause 14.1 covers claims arising from contact data you gave us.

16.1 We may show the work we did for you — screenshots, before-and-after, the site itself, and anonymised results — in our portfolio, case studies, website and marketing. Tell us if you would rather we didn't, and we won't.

16.2 We will not publish your confidential business information, and will not publish specific revenue figures without your written agreement.

16.3 We may ask for a testimonial. You are never obliged to give one.

17.1 Each of us will keep the other's non-public business information confidential, and use it only for this work. This continues after the Agreement ends.

18.1 This Agreement is governed by the laws of the State of Nevada, United States.

18.2 Any dispute goes to the state or federal courts in Washoe County, Nevada, and we both agree those courts have jurisdiction.

18.3 Talk to us first. Before filing anything, whichever of us has the problem will set it out in writing and give the other 14 days to put it right. Most of what ends up in court is a conversation that never happened.

18.4 The party that substantially wins is entitled to its reasonable attorney's fees and costs.

19.1 Subcontractors and tools. We may use subcontractors and third-party software to deliver the work. We remain responsible to you for it.

19.2 Independent contractor. We are not your employee, partner or agent.

19.3 Assignment. Neither of us may transfer this Agreement without the other's written consent, except as part of a sale of the whole business.

19.4 Notices. Written notice means email: to us at zenithsystemsus@gmail.com, and to you at the email address on the Order Form. A notice counts as received on the next business day after it is sent. Keep your email address current with us.

19.5 Changes to this Agreement must be in writing and agreed by both of us. An Order Form may set scope, fees and dates without redrafting this Agreement.

19.6 Whole agreement. This Agreement plus the Order Form is the entire agreement between us, and replaces anything said beforehand — including anything in a text message, an advertisement, or a sales call.

19.7 No waiver. If we do not enforce something straight away, we do not lose the right to enforce it later.

19.8 Severability. If a clause is unenforceable, the rest stands.

19.9 Survival. Clauses 6, 10, 13, 14, 15, 16, 17, 18 and this clause continue after this Agreement ends.

19.10 Electronic signature. We both agree to sign and do business electronically. An electronic signature, a typed name in a signing tool, or written acceptance by email has the same effect as ink on paper. This Agreement may be signed in counterparts.

19.11 Headings are for convenience and do not affect meaning.