Terms & Conditions

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Janzay Agency (“Janzay,” “we,” “us,” or “our”), governing your access to and use of the janzay.com website and all services provided by Janzay Agency.

By accessing our website, submitting a contact form, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use immediately.

2. Services

Janzay Agency provides digital design, development, and consulting services including but not limited to:

• Web design and development
• Custom software development
• Automation systems and integrations
• E-commerce platform design and development
• SEO and performance optimization
• Brand strategy and positioning
• UI/UX design and consulting

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate project proposal or statement of work (“SOW”) agreed upon by both parties before work commences. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail for that specific engagement.

3. Project Engagement and Scope

3.1 Discovery and Scoping

All engagements begin with a discovery phase to align on goals, constraints, audience, and deliverables. No design or development work begins until scope is mutually agreed upon in writing.

3.2 Scope Changes

Requests that fall outside the agreed scope will be documented as change requests. Change requests may affect timelines and fees, and must be approved by both parties in writing before work proceeds. We reserve the right to adjust project timelines proportionally to accommodate approved scope changes.

3.3 Client Responsibilities

The Client agrees to provide timely feedback, approvals, content, assets, and access to third-party accounts as reasonably required for project execution. Delays caused by the Client’s failure to provide necessary materials may result in adjusted timelines and are not the responsibility of Janzay Agency.

4. Fees and Payment

4.1 Pricing

All fees are outlined in the project proposal or SOW. Unless otherwise stated, all prices are in United States Dollars (USD) and exclusive of applicable taxes.

4.2 Payment Schedule

Unless otherwise agreed, payment is structured as follows:

• Deposit: 50% of the total project fee is due upon signing the SOW, before any work begins.
• Milestone payments: For larger projects, interim payments may be tied to specific milestones as defined in the SOW.
• Final payment: The remaining balance is due upon project completion, prior to final delivery or deployment.

4.3 Late Payment

Invoices are due within 14 days of issuance unless otherwise specified. Late payments may incur a fee of 1.5% per month on the outstanding balance. We reserve the right to pause work on any project with outstanding invoices until payment is received.

4.4 Refunds

The initial deposit is non-refundable once work has commenced, as it covers discovery, strategy, and resource allocation. Refunds for subsequent payments are handled on a case-by-case basis and are subject to the amount of work completed.

5. Intellectual Property

5.1 Ownership Transfer

Upon receipt of full and final payment, all custom-designed materials, code, and deliverables created specifically for the Client’s project are transferred to the Client. This includes website designs, custom code, graphics, and content created by Janzay specifically for the engagement.

5.2 Pre-existing and Third-Party Materials

Janzay retains ownership of all pre-existing tools, frameworks, code libraries, methodologies, and proprietary systems used in the delivery of services. The Client receives a perpetual, non-exclusive license to use these materials as part of the delivered project. Third-party assets (fonts, stock imagery, plugins, SaaS subscriptions) remain subject to their respective license terms.

5.3 Portfolio Rights

Janzay reserves the right to display completed work in our portfolio, case studies, and marketing materials unless explicitly restricted by a written confidentiality agreement.

6. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information shared during the engagement, including business strategies, financial data, user data, trade secrets, and technical specifications. This obligation survives the termination of the engagement for a period of two (2) years.

Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully obtained from a third party without restriction.

7. Warranties and Disclaimers

7.1 Our Warranty

Janzay warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards. We provide a 30-day warranty period after project delivery during which we will fix any bugs or defects in the delivered work at no additional charge.

7.2 Disclaimer

Except as expressly stated above, all services and deliverables are provided “as is” without warranty of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee specific business results, revenue increases, search engine rankings, or conversion rates.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Janzay Agency’s total liability arising out of or in connection with these Terms or any engagement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.

In no event shall Janzay be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the theory of liability.

9. Termination

9.1 Termination by Client

The Client may terminate an engagement at any time by providing written notice. In such cases, the Client is responsible for payment of all work completed up to the date of termination, plus any non-cancellable commitments made on the Client’s behalf. The initial deposit is non-refundable.

9.2 Termination by Janzay

We reserve the right to terminate an engagement if: (a) the Client fails to make payments when due after a 14-day grace period; (b) the Client materially breaches these Terms or the SOW; or (c) circumstances arise that make it commercially unreasonable to continue. In such cases, we will deliver all work completed to date and issue a final invoice.

9.3 Survival

Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination of these Terms.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Janzay Agency, its officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) Client-provided content, materials, or data; (b) the Client’s use of the deliverables in violation of any law; or (c) any breach of these Terms by the Client.

11. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to our systems, databases, or networks
• Introduce malware, viruses, or other harmful code
• Scrape, crawl, or use automated tools to extract data from our website without written permission
• Reproduce, distribute, or create derivative works from our website content without authorization
• Interfere with the proper functioning of the website or impose an unreasonable load on our infrastructure

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to natural disasters, acts of government, pandemics, wars, terrorism, labor disputes, internet outages, power failures, or third-party service disruptions. Affected timelines will be extended by the duration of the force majeure event.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may pursue binding arbitration under the rules of the American Arbitration Association (AAA), with proceedings held in Dallas, Texas. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15. Entire Agreement

These Terms, together with any signed SOW or project proposal, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter. No modification or amendment to these Terms shall be effective unless made in writing and signed by both parties.

16. Contact Information

For questions about these Terms, please contact us: