Terms of business

Last updated: 2 November 2026

These terms set out how Zemash Ltd works with business clients. They apply together with the written proposal we send you. The proposal sets out the price, timing and details of your work. These terms cover everything else. Please read them before you accept a proposal. If anything is unclear, email contact@zemash.com.

1. About these terms

These terms apply to every service that Zemash Ltd supplies to you. Zemash Ltd is registered in England and Wales, company number 15904249. Our registered office is 68 Hathaway Road, Croydon CR0 2TP. In these terms, “we”, “us” and “our” mean Zemash Ltd. “You” and “your” mean the business that orders services from us.

These terms and the written proposal you accept together form the contract between us. If the proposal and these terms conflict, the proposal applies to the matter it covers, unless it says otherwise.

We sell to businesses only. By ordering from us, you confirm that you are acting for business purposes and not as a consumer. Your own terms and conditions do not apply, even if you send them to us.

These terms apply only to services supplied by Zemash Ltd. Other brands linked from our website, including Pro Virtual Assist, Hire AI Experts, WordPress Website Design Agency and Nect Me, may have their own terms. Check the terms that apply to anything you buy from them.

2. Our services

We offer four services. Each proposal says which of them you are buying and what is included.

Remote Recruitment. We find, vet and manage remote staff for you. The proposal states which of these parts we provide.
AI Development. We design, build and set up AI tools and workflows for your business, as described in the proposal.
Web Design & Development. We design and build websites for your business, and we may change existing ones, as described in the proposal.
SEO & Paid Ads. We work to improve how your business appears in search results, and we set up and manage paid advertising campaigns, as described in the proposal.

We provide the services with reasonable skill and care. We cannot promise particular results. In particular, we do not guarantee search rankings, website traffic, leads, sales or the performance of any advertising campaign.

3. Quotes and orders

Each proposal is based on what you tell us about your needs. It stays open for acceptance for the period stated in it. We may withdraw it before you accept.
A contract starts when you accept the proposal in writing, including by email, or when we confirm in writing that we have started work at your request.
If you want to change what we have agreed, tell us. Any change must be agreed in writing. It may change the price and the timetable. We do not have to do extra work until we have agreed the change.
Our proposals are confidential. Please do not share them with anyone outside your business, except your advisers.

4. Fees and payment

Fees and payment dates are set out in each written proposal.
Unless the proposal says otherwise, fees do not include VAT. We add VAT where it applies.
We send invoices by email. Please pay by the date and method stated on the invoice. Pay the full amount without deduction or set off, unless the law requires otherwise.
Costs from other suppliers, such as software licences, domain names and stock images, are for you to pay unless the proposal says they are included. We agree them with you before we commit to them.
If you dispute an invoice, tell us in writing as soon as you can and say why. Pay the part that is not in dispute on time. We will work with you to settle the rest.
If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. After we give you written notice, we may also pause work until you pay.

5. Engagement models

Each proposal says which of these models applies to your work.

Dedicated remote hire

You pay a monthly fee for each person placed with you. The proposal states the role, the monthly fee per person and how we invoice it. It also states who employs or engages the person, and on what basis.

Managed project

We deliver a defined scope of work for the price set out in the proposal. The price covers the scope in the proposal. Work outside that scope is a change under section 3 and may cost more.

Monthly retainer

You pay a monthly fee for an ongoing service, such as SEO or paid advertising management. Ad spend is not part of our fee. You pay advertising platforms directly. We work within the ad budget you set. We are not responsible for platform charges, or for changes to a platform’s rules, prices or decisions.

6. Recruitment and replacement

We take reasonable care to find and vet candidates who suit the role as you described it. Vetting means steps such as interviews, skills checks and references, as set out in the proposal.
We cannot guarantee that a candidate will accept an offer, suit your needs or stay in the role.
If a person we have placed with you is not working out within the replacement period stated in the proposal, we will provide a replacement at no extra fee.
To receive a replacement, you must tell us in writing within that period and explain why. You must also have given the person fair feedback and reasonable support, and paid the fees that are due.
We will use reasonable efforts to find a suitable replacement as quickly as we can.
A replacement does not remove your duty to pay fees already due for the time the person worked.

7. Your responsibilities

To help us do good work on time, you agree to:

give us accurate information, access and materials when we ask for them;
give feedback and approvals promptly;
make sure you have the right to use any content, logos, data and other materials you give us;
keep copies of your own materials and content;
keep any logins or access details we give you secure;
follow the law that applies to your business, including employment, equality and data protection law; and
pay our invoices on time.

If you are late or do not do what you agreed, the timetable may move and the price may change. We will tell you if this happens.

8. Intellectual property

Once you have paid for work we create specifically for you, all intellectual property rights in that work belong to you, from the day they came into existence. We assign those rights to you from that day. We will sign any document that is reasonably needed to confirm this.

We keep ownership of our own tools, templates, code libraries, methods and know how that existed before the work or that we develop for general use. Where these are part of the work, you may use them as part of the work you have paid for, for as long as you need them, and you do not need to pay anything extra for this.

Some work may include material from other suppliers, such as plugins, themes, fonts, stock images or open source software. That material stays under its own licence. We will tell you about licence terms that matter to you.

You keep ownership of the materials you give us. You allow us to use them to provide the services. Some material produced with AI tools may not be protected by intellectual property rights in the same way as work made by a person.

We will not name you as a client or show work we have done for you publicly, unless you agree in writing.

9. Confidentiality and data protection

Each of us will keep the other’s confidential information secret. We will use it only for the contract and share it only with people who need it to carry out the contract and who are bound to keep it confidential. This does not apply to information that is public through no fault of ours, that we already knew, or that the law requires us to disclose. This duty continues after the contract ends.

Each of us will follow UK data protection law. Where we process personal data on your behalf, we do so under a data processing agreement. We put this in place as standard, before the work starts. It sets out what we do with the data and how we protect it. We may use subprocessors, and we will make sure they are bound by terms that give the same level of protection.

Our own use of personal data is described in our privacy policy.

10. Client approval of candidates

We do not place a candidate with you, and no candidate starts work for you, until you have approved them.
We share a candidate’s details with you only where the candidate knows we are doing so.
The decision to approve a candidate is yours. You are responsible for making it fairly and in line with the law, including the Equality Act 2010.
You will use candidate details only for the recruitment, keep them secure, and delete them if you decide not to go ahead.
Any limits on engaging a candidate directly, outside our proposal, are set out in the proposal.

11. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow us to limit or exclude.
Subject to point 1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, sales, business, contracts, goodwill or anticipated savings, or for any indirect or consequential loss.
Subject to point 1, our total liability to you for all claims arising from or connected with a proposal is limited to the fees paid or payable to us under that proposal.
We are not liable for any failure or delay caused by something you did or failed to do, or by third party platforms, hosting, search engines, advertising platforms or software outside our control, including changes to their rules or algorithms.
We take reasonable care when we find and vet candidates. We do not guarantee a placed person’s performance or conduct. Where a person does not work out, the replacement in section 6 is the remedy, but this does not limit anything covered by point 1.

12. Termination and notice

The proposal states how long the contract lasts, the notice period and how to end it. Either of us may end the contract by giving the notice stated in the proposal.
Either of us may end the contract immediately by written notice if the other commits a serious breach and does not fix it within a reasonable period after written notice, or if the other becomes insolvent or enters administration, liquidation or a similar process.
We may end the contract if you do not pay an overdue invoice after we have given you written notice.
When the contract ends, you must pay for all work done up to the end date and for any costs we have committed to with your agreement. We will deliver the work you have paid for. We will return or delete your materials and personal data as the data processing agreement says.
Ending the contract does not affect rights that have already arisen. Sections that are meant to continue, such as intellectual property, confidentiality, limitation of liability and governing law, continue after the contract ends.

13. Force majeure

Neither of us is liable for a delay or failure to carry out our duties, other than a duty to pay, if it is caused by an event beyond our reasonable control. Examples are fire, flood, extreme weather, war, terrorism, strikes, government action, pandemic, a failure of power, internet or telecoms networks, or an outage at a third party platform or hosting provider. The affected party will tell the other as soon as it reasonably can and will try to limit the effect. If the event continues for so long that it is unreasonable to expect the contract to continue, either of us may end the affected services by written notice.

14. General

Whole agreement. These terms and the proposal are the whole agreement between us for the services. They replace any earlier discussions. Nothing in this clause limits liability for fraud.
Changes. Any change to the contract must be in writing and agreed by both of us. Email is enough.
Transfer. You may not transfer your rights or duties under the contract without our written consent. We may use subcontractors, and we remain responsible for their work.
No partnership. Nothing in the contract makes us partners, joint venturers or agents of each other.
If part is unenforceable. If a court finds that part of these terms cannot be enforced, the rest still applies.
No waiver. If one of us delays or does not enforce a right, that does not mean we have given it up.
Third parties. Only you and we can enforce the contract. No one else has rights under the Contracts (Rights of Third Parties) Act 1999.
Notices. Notices must be in writing. You may send them by email to the address we give you in the proposal, or by post to our registered office. We may send them by email or post to the address in the proposal.

15. Governing law and courts

The contract, and any dispute or claim arising from it or connected with it, including non contractual disputes, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.

16. Contact

If you have a question about these terms, contact us:

Email: contact@zemash.com
Post: Zemash Ltd, 68 Hathaway Road, Croydon CR0 2TP