ZapWizards Terms & Conditions

Last updated: December 2024

These Terms & Conditions ("Agreement") govern all services provided by ZapWizards ("we", "our", "us") to the Client ("you", "your"). By using our Services, you agree to be bound by this Agreement.

If you do not agree with these Terms, you must stop using our Services.

1. Definitions

1.1 "ZapWizards", "we", "our", "us"

ZapWizards, Bolongarostr. 102, 65929 Frankfurt am Main, Germany, including affiliated entities and authorized subcontractors.

1.2 "Client", "you", "your"

Any individual or organization purchasing, subscribing to, or using our Services.

1.3 "Services"

All automation, AI, integration, consulting, engineering, dashboards, software development, audits, maintenance, or related work performed by ZapWizards.

1.4 "Membership"

Recurring subscription plans that include monthly engineering capacity and support.

1.5 "Add-Ons"

Separately purchased hours, audits, expert services, or platform-specific work available only with an active Membership.

1.6 "Deliverables"

Automation workflows, scripts, dashboards, AI agents, integrations, system designs, or any materials created by ZapWizards.

1.7 "Workstream"

An active engineering lane under a Membership tier in which multiple tasks may be processed, subject to capacity limits.

1.8 "Platforms" or "Third-Party Platforms"

External tools used during delivery: Make.com, Zapier, n8n, HubSpot, Salesforce, Airtable, Retool, Monday.com, ClickUp, JotForm, Datastax, OpenAI, Anthropic, Bright Data, and others.

1.9 "Client Systems"

Accounts or infrastructure owned or licensed by the Client.

1.10 "ZapWizards Systems"

Accounts or infrastructure owned or licensed by ZapWizards.

1.11 "Pause" or "Paused Membership"

Temporary suspension of active work in exchange for a reduced monthly fee.

1.12 "IP" or "Intellectual Property"

All proprietary code, logic, workflows, models, architectures, documentation, and know-how created by or belonging to ZapWizards.

1.13 "Agreement"

This document plus any Membership description, Add-On description, written proposals, or signed project scope.

2. Scope of Services

ZapWizards agrees to deliver Services to the Client within the limits of:

  • Their Membership tier
  • Available engineering capacity
  • Defined workstreams
  • Platform constraints and access provided by the Client

ZapWizards determines the engineering approach, methods, and technical decisions necessary to deliver Services efficiently and securely.

3. Membership Terms

3.1 Active Membership Required

Membership is required for:

  • Delivery of any automation, AI, or integration work
  • Use of ZapWizards Systems
  • Access to support channels
  • Purchase of Add-Ons

3.2 Workstreams

Each tier includes a set number of parallel workstreams. A workstream may have multiple tasks, but engineering capacity remains limited by the tier.

3.3 Hours Do Not Roll Over

Unused hours or capacity do not accumulate.

3.4 Engineering Availability

Turnaround speeds are estimates (not guarantees). Work is processed asynchronously.

4. Add-Ons

Add-Ons are optional expert services (e.g., Monday.com audits, Salesforce optimization, ClickUp restructuring, HubSpot cleanup, Airtable schema design).

Add-Ons require:

  • An active Membership
  • Prepayment
  • A mutually agreed scope

ZapWizards may refuse Add-On requests at its discretion.

5. Pause Policy

5.1 Notice

Client must request a Pause 15 days before the next billing cycle.

5.2 Pause Fee

Pause fee starts at €900/month and varies by complexity and Membership tier.

5.3 Included in Pause

  • Essential support
  • Minor bug fixes
  • Monitoring of existing automations

Not included during Pause:

  • New work
  • New features
  • New automations
  • System redesign
  • Infrastructure migrations

5.4 Infrastructure Costs

Client remains responsible for:

  • Platform subscription fees
  • Server costs
  • AI usage
  • Hosting
  • Any 3rd-party costs

5.5 No Transfers During Pause

No IP or infrastructure transfer may occur while the account is paused. Transfers require separate written quotation.

6. Termination

6.1 Standard Termination

Either party may terminate with 30 days written notice.

6.2 No Termination During Pause

Client may not terminate the Agreement while membership is paused. Client must resume a full Membership before issuing termination notice.

6.3 Immediate Termination

ZapWizards may terminate immediately for:

  • Non-payment
  • Abuse or misconduct
  • Breach of IP or confidentiality
  • Unauthorized access sharing
  • Attempts to reverse-engineer ZapWizards systems

6.4 No Refunds

All payments are final and non-refundable. Prepaid months or partial months are not refunded.

7. Intellectual Property & Continuity

7.1 Work Created in Client-Owned Systems

Where Deliverables are developed directly within Client-owned or Client-controlled systems (including but not limited to Make.com, CRM platforms, databases, cloud tools, or internal infrastructure):

  • The Client owns the operational instance of the Deliverables for its internal business use.
  • The Client may continue using, modifying, and maintaining such Deliverables after termination of the Membership or engagement.
  • The Client may appoint internal teams or third-party service providers to maintain or operate these Deliverables for internal use.

Restrictions — The Client may not:

  • Resell, sublicense, or commercially distribute the Deliverables
  • Use the Deliverables to provide services to third parties
  • Replicate, reverse-engineer, or productize ZapWizards' proprietary architectures, frameworks, templates, or methodologies
  • Onboard third-party organizations into systems designed and architected by ZapWizards for the Client

ZapWizards retains full ownership of all underlying intellectual property, including methodologies, frameworks, templates, design patterns, system architectures, and know-how used to create the Deliverables.

7.2 Work Created in ZapWizards-Owned Systems

Where Deliverables are created, hosted, or operated within ZapWizards-owned or ZapWizards-controlled systems, platforms, or infrastructure (including proprietary dashboards, AI agents, automation platforms, frameworks, or managed environments):

  • ZapWizards retains 100% ownership of all intellectual property.
  • The Client receives a limited, non-exclusive, non-transferable license to use such Deliverables only for the duration of an active Membership or agreement.

The license automatically terminates if:

  • The Membership is paused or terminated
  • The Client stops paying applicable fees
  • The Client materially breaches this Agreement

Any transfer of ownership, infrastructure buyout, or source handover requires a separate written agreement.

7.3 One-Time Project Builds

For one-time projects (such as dashboards, applications, or integrations delivered outside an ongoing Membership):

  • Intellectual property ownership remains with ZapWizards unless explicitly transferred in writing.
  • Continued usage rights and maintenance responsibilities must be defined in the applicable Statement of Work or agreement.

7.4 Technology Selection & Evolution

ZapWizards may select, modify, replace, or evolve underlying technologies used in the Deliverables without prior Client approval, provided that:

  • The change does not increase Client costs
  • The change improves performance, stability, security, or cost efficiency

Client approval is required only where a change introduces new or increased costs.

8. Deliverables & Dependencies
  • Deliverables depend on third-party platforms and APIs.
  • ZapWizards does not guarantee functionality if the Client modifies systems, credentials, or platform settings.
  • ZapWizards is not responsible for outages or limitations of third-party tools.
  • Warranties become void if Deliverables are altered by the Client or external parties.
9. Confidentiality

Both parties must keep all confidential information secret.

Client must NOT:

  • Share access or sensitive system credentials with external companies
  • Onboard third-party organizations into systems built by ZapWizards
  • Disclose ZapWizards IP, processes, or architecture
  • Copy or reproduce ZapWizards frameworks

Unauthorized disclosure constitutes a material breach.

10. Slack & Communication Fair Use
  • Slack is asynchronous and not a real-time support channel.
  • Engineering tasks must follow the defined submission process.
  • Abuse, harassment, or unreasonable expectations may result in suspension or termination.
11. Liability

ZapWizards is not liable for:

  • Financial losses
  • Lost profits
  • Business interruption
  • Third-party platform failures
  • Client-modified systems
  • API outages
  • Data loss caused by external tools

Maximum liability is limited to fees paid in the previous 30 days.

12. Governing Law & Dispute Resolution
  • This Agreement is governed by the laws of Germany (Frankfurt am Main).
  • Neutral jurisdiction may be chosen only through a mutual written agreement.
  • Minor disputes may be resolved through arbitration if both parties agree.
13. Portfolio Rights

ZapWizards may reference the Client's name, logo, and non-sensitive project descriptions for marketing and portfolio purposes.

Sensitive data will never be shared.

Client may request removal at any time.

14. Amendments

ZapWizards may update these Terms periodically. Continued use of Services constitutes acceptance of the updated Terms.