Agreement and orders
ZeroBeatLabs LLC, a Michigan limited liability company with a business mailing address in Okemos, Michigan ("ZBL," "we," or "us"), provides services to business customers. You must be at least 18 and authorized to act for the business purchasing the services. These Terms apply when you affirmatively accept them at checkout or in a signed agreement incorporating them. Browsing our websites does not place an order.
Before payment, we will provide an identified, dated order or statement of work ("Order") describing the services, deliverables, price, currency, payment schedule, delivery expectations, acceptance criteria, cancellation valuation, and any support period. You must accept that Order as well as the applicable version of these Terms. An individually agreed written contract controls conflicting provisions of these Terms; the Order's agreed commercial details apply to that Order. A later invoice or website update does not unilaterally change an existing agreement. Purchases made through a marketplace also remain subject to that marketplace's applicable rules.
In these Terms, a business day is Monday through Friday, excluding US federal holidays.
Services and electronic delivery
Services may include IT reporting diagnostics and workflow sprints, workflow and governance blueprints, controlled automation pilots and implementations, website design and implementation, and separately purchased ongoing support. We supply services and electronic deliverables, not physical goods. The Order identifies the delivery method and schedule. Work starts after the required payment, information, and approvals are received; we will communicate material delays and agree any revised schedule.
The IT Reporting Diagnostic is a one-time engagement with no retainer or lock-in. Its advertised scope includes delivery seven calendar days after complete requirements are received, a 45-minute handoff, and one revision. These Terms do not reduce those commitments. Optional ongoing support is a separate purchase.
Changes to scope, price, or delivery dates require written agreement. Hosting, domains, third-party fees, ongoing maintenance, and service response times are included only if stated in the Order. We do not promise specific business results, search rankings, uninterrupted uptime, or financial returns.
Client responsibilities and authorized access
Provide accurate information, materials you are authorized to use, timely feedback, and a named decision maker. IT reporting diagnostics and sprints use sanitized exports and do not require production credentials or system access. Live automation requires separately authorized, client-owned, revocable, least-privilege access. Do not send us passwords.
Consequential customer-facing, financial, destructive, and record-of-truth actions require named human approval. Lower-risk automated actions must be expressly preauthorized, bounded, logged, and recoverable under the approved workflow specification. AI outputs must be validated against agreed acceptance criteria before operational reliance. These safeguards do not excuse our failure to perform the agreed services.
Do not provide regulated or highly sensitive data unless the parties have first agreed appropriate safeguards and any required data-processing agreements. Before using client operational or service-delivery data with external providers, the written data-handling specification must identify approved providers, permitted data, purposes, access, retention, deletion, and training settings. Routine billing and payment information processed through Stripe is covered by the accepted checkout disclosures and Privacy Policy and does not require a separate operational-data specification.
Fees and Stripe payments
The Order and checkout disclose charges, currency, applicable taxes, and whether a payment is a deposit, milestone payment, or recurring fee. Deposits count toward the agreed project price. You authorize only the payment or recurring schedule disclosed and accepted before purchase. Additional work or charges require agreement.
Stripe processes payments through hosted checkout. ZBL remains the service provider responsible for fulfillment and refunds. We do not receive or store your full payment card number through hosted checkout. Our Privacy Policy describes the billing and transaction information we receive.
Contact us promptly about billing errors. Nothing in these Terms restricts rights provided by law or payment-network dispute procedures. A refund or other recovery for the same charge is credited once; this does not delay an undisputed refund or restrict your right to raise a dispute.
Recurring support and cancellation
Recurring support applies only when the accepted Order and checkout disclose the amount, billing interval, first charge, and renewal timing, including the renewal time zone. It renews on that schedule until canceled. We do not convert a one-time engagement into recurring support without your agreement.
Cancel by emailing hello@zerobeatlabs.org before the next renewal. Receipt by our email system determines the cancellation time, not when we process the request. We will confirm cancellation. If you cannot deliver email, call (810) 230-4295 before renewal so we can record your request; we will provide written confirmation. A confirmation delay does not invalidate a timely received request.
Support remains available through the paid period. There is no prorated refund merely because you stop using available support. If we stop providing prepaid support, we refund the unavailable portion. Unless the Order agrees a different allocation before purchase, this refund equals the prepaid support fee multiplied by the unavailable time divided by the total time in the paid support period. We refund charges made after an effective cancellation. Recurring price or material renewal changes require advance written notice and affirmative agreement before the changed renewal; without agreement, support ends after the current paid period.
A failed payment does not authorize additional fees or a different billing schedule. Any collection retry must concern a properly authorized amount. Nonpayment suspension is subject to the notice and cure provisions below.
Project cancellation and refunds
You may cancel project work at any time by emailing hello@zerobeatlabs.org. You owe only documented work performed at agreed milestone values or rates and expressly approved noncancelable third-party costs. Each Order must state how partially completed work is valued. We do not retroactively invent rates or automatically forfeit deposits.
We will provide an itemized accounting and initiate the undisputed refund of prepaid amounts exceeding those charges within ten business days of cancellation. If a partial-work valuation was omitted or is disputed, we will provide a documented proposed allocation without withholding the undisputed balance. A disputed allocation does not become binding without agreement or resolution under applicable law. We initiate any additional refund within ten business days after resolution.
If we cancel, the same accounting applies and you do not pay for unperformed work. Refunds for unavailable support, erroneous charges, or unresolved nonconforming work follow the applicable provisions of these Terms. We initiate undisputed refunds for those issues within ten business days after the refund entitlement is established, and any remaining refund within ten business days after resolution.
Include your order reference when requesting a refund. We normally refund the original payment method. Bank posting times vary. If a refund fails, we will notify you and arrange a lawful alternative; initiating a failed refund does not discharge the amount owed. Mandatory legal rights remain unaffected.
Acceptance and corrections
The Order must identify deliverables and objective acceptance criteria. Unless a different written schedule is agreed, you have ten business days after delivery to review and give written acceptance or identify failures against those criteria. Silence or use alone does not constitute acceptance or waive defects.
We will correct reported nonconformities without additional charge within ten business days after receiving sufficient details, unless the parties agree a different correction schedule in writing. You may review the corrected deliverable against the same criteria. If a material failure remains unresolved after the applicable correction period, you may reject the affected work and receive a refund of the fees attributable to the rejected affected work.
An included discretionary revision is separate from, and does not reduce, corrections needed to meet agreed requirements. New features or changed requirements are scope changes requiring agreement.
Ownership and licenses
You retain ownership of your materials and authorize us to use them only to perform the engagement. For custom deliverables, the parties must sign an Order containing a written assignment before custom work begins. That assignment identifies the deliverables and takes effect upon payment of amounts properly due for them, including deliverables supplied after partial termination. Payment or acceptance of these Terms alone does not replace the signed assignment.
ZBL retains pre-existing materials, reusable tools, methods, templates, and general know-how. This reservation does not permit us to retain, reveal, or reuse your confidential information. For retained ZBL components embedded in paid deliverables, we grant a perpetual, worldwide, nonexclusive, royalty-free license to use, copy, modify, and permit your service providers to maintain them as necessary to operate the deliverables for your business, including public operation of your website.
Third-party and open-source components remain subject to their own licenses, disclosed with delivery. We will not publish your confidential materials or use your name or work as a case study without permission.
Confidentiality and data handling
Each party will protect the other's nonpublic business information with reasonable care, use it only for the engagement, and disclose it only to personnel and approved providers who need it and are bound to appropriate confidentiality obligations. This excludes information independently developed, already lawfully known, public without breach, or lawfully received from another source. Legally required disclosure is permitted, with advance notice when lawful.
On request or termination, each party will return or delete the other's confidential information that it no longer needs for agreed services, except records required by law, accounting obligations, or legitimate dispute preservation, and protected routine backups until their normal deletion cycle. Retained copies remain protected, are not used for other purposes, and are accessible only as necessary for the reason for retention.
A party learning of unauthorized access to or disclosure of the other's confidential information will notify the other promptly, without undue delay, and reasonably cooperate in containment and recovery. More specific agreed or legally required notification and security duties continue to apply.
Client data will not be used to train general-purpose AI models without express permission. External AI processing must follow the written, approved data-handling specification. Personal data and payment-record handling are also described in our Privacy Policy.
Warranties and liability
We will perform services with reasonable care and skill and meet the Order's express requirements. Except for those commitments and rights that cannot lawfully be excluded, no additional warranties are given, including implied warranties of merchantability or fitness for a particular purpose. Third-party services remain subject to their providers' terms; their involvement does not remove our express obligations.
To the extent permitted by law, neither party is liable for indirect, special, incidental, consequential, or punitive damages arising from an engagement. Each party's aggregate liability relating to an Order is limited to the fees paid or payable under that Order; for ongoing support, the limit is the support fees paid or payable for the twelve months before the event giving rise to the claim.
These exclusions and caps do not limit fraud, willful misconduct, gross negligence, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, amounts properly owed for services, refunds due under these Terms, or liability that cannot lawfully be limited.
Suspension and termination
Either party may terminate for a material breach not cured within ten business days after written notice. For nonpayment, we will provide written notice and that cure period before suspending services. We may immediately suspend affected work for a credible security threat or unlawful use and will notify you promptly. Suspension does not authorize undisclosed charges.
On ending an engagement, we will provide paid-for deliverables and reasonably cooperate in access revocation and handoff. Additional transition services require separate agreement. Accrued payment obligations, refunds, ownership and license rights, confidentiality, liability provisions, and dispute terms survive termination.
Disputes, changes, and contact
Contact us to try to resolve concerns. Michigan law governs, excluding its conflict-of-law rules, except for mandatory protections that apply notwithstanding that choice. Subject to those protections, disputes must be brought exclusively in state courts in Genesee County, Michigan, or the US District Court for the Eastern District of Michigan where jurisdiction exists. These Terms impose no mandatory arbitration or class-action waiver.
Invalid provisions are severed only to the extent permitted by law. Updated Terms apply to new engagements after publication and acceptance. Material changes to ongoing engagements require agreement. The version accepted with your Order remains applicable to that engagement unless the parties agree otherwise.
ZeroBeatLabs LLC
Business mailing address:
2222 W Grand River Ave, Ste A
Okemos, MI 48864, USA
hello@zerobeatlabs.org
(810) 230-4295