Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of zchand.com (the "Site") and the ecommerce strategy, design, development, and optimization services (the "Services") provided by ZChand ("ZChand," "we," "us," or "our"). By accessing the Site or engaging us for Services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or engage our Services.

1. Use of the Site

You may use the Site for lawful purposes only. You agree not to:

• Use the Site in any way that violates applicable local, national, or international law or regulation;
• Attempt to gain unauthorized access to the Site, its related systems, or networks;
• Interfere with or disrupt the operation of the Site or servers or networks connected to it;
• Use any automated system, including "bots" or "scrapers," to access the Site for any purpose without our prior written consent;
• Reproduce, duplicate, copy, or resell any part of the Site without our express written permission.

2. Services

Specific engagements for Services — including scope of work, deliverables, timelines, fees, and payment terms — will be set out in a separate proposal, statement of work, or signed agreement between ZChand and the client ("Engagement Agreement"). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement will govern with respect to that engagement.

We aim to provide Services with reasonable skill and care, consistent with industry standards. Estimated timelines are provided in good faith but are not guaranteed unless expressly stated in an Engagement Agreement.

3. Fees and Payment

Fees for Services will be set out in the applicable Engagement Agreement or invoice. Unless otherwise agreed in writing:

• Invoices are due within the payment terms specified on the invoice;
• Late payments may result in a pause of work and/or late fees as permitted by applicable law;
• All fees are exclusive of applicable taxes, which are the client's responsibility unless stated otherwise;
• Fees paid are generally non-refundable except as expressly set out in the applicable Engagement Agreement or required by law.

4. Intellectual Property

4.1 Our Content

Unless otherwise stated, the Site and its original content, design, graphics, and other materials are owned by or licensed to ZChand and are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on the Site without our prior written consent.

4.2 Deliverables

Ownership of work product created specifically for a client under an Engagement Agreement will be as set out in that Engagement Agreement. Unless otherwise agreed in writing, upon full payment, clients receive ownership of final deliverables created specifically for them, excluding any pre-existing tools, frameworks, libraries, or proprietary methodologies of ZChand, which remain our property and are licensed to the client for use in connection with the delivered work.

5. Third-Party Services and Platforms

Our Services may involve the use of third-party platforms, plugins, apps, or services (such as ecommerce platforms, payment processors, or hosting providers). We are not responsible for the availability, performance, security, or terms of service of any third-party platform, and your use of such platforms may be subject to their own terms and policies.

6. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other party in connection with an engagement, and to use such information solely for the purpose of the engagement, except as required by law or as otherwise agreed in writing.

7. Warranties and Disclaimers

The Site and its content are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or completely secure.

Nothing in this section is intended to limit any warranties expressly set out in a signed Engagement Agreement.

8. Limitation of Liability

To the fullest extent permitted by applicable law, ZChand and its officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the Site or the Services, even if advised of the possibility of such damages.

To the fullest extent permitted by applicable law, our total aggregate liability arising out of or relating to the Services will not exceed the total fees paid by the client to ZChand for the specific engagement giving rise to the claim in the twelve (12) months preceding the event giving rise to liability, unless otherwise expressly agreed in the applicable Engagement Agreement.

9. Indemnification

You agree to indemnify and hold harmless ZChand and its officers, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of your misuse of the Site, your violation of these Terms, or your violation of any rights of a third party.

10. Termination

We may suspend or restrict your access to the Site at any time, without notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties, or for any other reason at our discretion. Termination of an active Services engagement will be governed by the terms of the applicable Engagement Agreement.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws applicable to ZChand's principal place of business, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services will first be attempted to be resolved through good-faith negotiation between the parties before pursuing formal legal action, except where injunctive relief is necessary.

12. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with a revised "Last Updated" date. Your continued use of the Site or engagement of Services after changes are posted constitutes your acceptance of the updated Terms.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14. Contact Us

If you have questions about these Terms, please contact us at hello@zchand.com.