1. Who this agreement is between
These terms are an agreement between you and Yuvi Co. LLC, a Florida limited liability company that operates as Zetesis ("Zetesis", "we", "us" or "our"). They cover Zetesis Headcount ("Headcount"): the setup, the monthly plans and the website at headcount.zetesis.dev.
They apply once you accept a quote from us that links to them, or pay for setup. If you don't agree to them, don't do either.
If you accept them for a business, you confirm you have the authority to do so, and "you" means that business.
Our privacy policy explains how this website handles personal data.
2. What Headcount is
Headcount is a setup service followed by a monthly plan. We set up a Buzz workspace for your business, with a channel and an AI agent for each job you hand off, connected to the apps that job needs.
Headcount runs on Buzz, Block's open source workspace, which hasn't reached version 1.0. It also runs on outside services, such as AI model providers and the service that connects agents to your apps. We don't control any of them. The "What it runs on" section of our home page lists them.
Headcount is a business service. It isn't offered to consumers, and you must be at least 18 to accept these terms.
3. Setup
Setup is paid once, on every plan. It covers up to five agents, each with a channel and written instructions, and the app connections they need. Each agent beyond five costs extra, as the plans section of this site and your quote set out.
Setup has four steps: a call where you describe the jobs, our work writing each agent's instructions and connecting your apps, the handover of the workspace, and 30 days after handover in which we fix what doesn't work.
Setup is paid in full before we start work.
4. Plans and fees
After setup, you're on one of four plans: Handover, On call, Managed or Hands-off. The plans section of this site sets out what each includes, and your quote records your plan, its price and anything agreed for you alone.
Your first billing period starts on the date in your quote. Each billing period lasts one month. The next one starts on the same date the following month, or on that month's last day if it's shorter.
A "change" means new instructions for an agent, or one new app connected. Each plan includes the number of changes per billing period shown for it.
Monthly fees are charged at the start of each billing period and renew automatically until you cancel. Handover has no monthly fee.
Running costs depend on your plan:
- On Handover and On call, the accounts your workspace uses are in your name, and you pay their costs directly.
- On Managed, the accounts are ours, and your fee covers their running costs up to the allowance in your quote for each billing period. If your workspace is heading past the allowance, we tell you before it gets there. If it reaches the allowance before you've agreed to a higher one, your agents pause until you agree or your next billing period starts. We don't charge you for running costs above the allowance unless you've agreed to it in writing.
- On Hands-off, the accounts are ours, and your quote covers their running costs.
We'll give you at least 30 days' notice of a price increase. It applies from your first billing period that starts after the notice ends.
Fees don't include taxes. You're responsible for the taxes that apply to your purchase, other than taxes on our income.
If a payment fails and isn't fixed within 14 days of our notice, we may pause our work for you until it is. On Managed and Hands-off, that includes the agents that run on our accounts.
5. Cancelling, switching and refunds
You can cancel a monthly plan at any time by emailing [email protected]. The cancellation takes effect at the end of the billing period you've already paid for, and we don't refund the rest of that period. There's no minimum term.
You can switch plans by emailing us. Handover and On call run on accounts in your name, and Managed and Hands-off run on ours.
- A switch between two plans on the same accounts starts with your next billing period.
- A switch between your accounts and ours needs a move. We prepare the new accounts while your current plan carries on. Your agents switch over on the first day of the first billing period after the new accounts are ready. Your new plan starts that day. Until then, your current plan covers the accounts your agents work on, including who owns them and who pays their running costs.
- Handover has no billing period. A switch from Handover starts on a date we agree with you, and that date begins your first billing period. If the switch needs a move, your agents switch over on that date.
A move puts your agents on accounts with a different owner. It's how a switch between your accounts and ours works, and how you keep your agents after a Managed or Hands-off agreement ends (section 12):
1. Whoever will own the new accounts creates them. We tell you which accounts are needed. Accounts in your name are yours to pay for from when you create them. 2. We set up your agents on the new accounts with the same instructions, and you reconnect your apps by signing in to each one. 3. Your agents start work on the new accounts at the switch-over. For a switch, that's the date above. After an agreement ends, it's when the move is done. Any agents still on the old accounts stop then. 4. After the switch-over, we remove any connections to your apps left on the old accounts. We also delete the credentials we held for them. 5. If the old accounts are ours, we then delete the old workspace and everything in it. Its message history doesn't move with your agents. Ask before the move is done and we'll send you a copy as a file.
We don't charge for a move.
If you cancel setup before we start building, which means before we write any agent's instructions or connect any app, we refund setup in full. Once we've started, setup isn't refundable. The 30 days of fixes after handover are how we put right a setup that doesn't work.
If we end the agreement for a reason other than your breach, we refund the fees you prepaid for the time after it ends.
Refunds go back to the payment method you used.
6. Your accounts and the access you give
To set up your agents, you connect the apps each job needs, or give us the access to connect them. You confirm you have the right to give that access, including for any account that belongs to your employer or a client of yours.
What an agent can do in an app depends on the access its connection has. We ask only for the access each job needs. You can remove a connection at any time in the app's own settings, and the work that depends on it stops.
You remain responsible for your own accounts and apps, including their settings, security and backups. On Handover and On call, keeping Buzz updated and backing up the workspace is also up to you. On Managed and Hands-off, we do both.
7. What your agents do
Headcount's agents are AI. They act on their instructions and on the work they're given, through the app connections in your setup. They can make mistakes. An agent can misread a message, draft the wrong reply, or carry out an instruction in a way you didn't mean.
On Handover, On call and Managed, you give your agents their work and decide what they do in your apps and with your customers. Check their work before you rely on it.
On Hands-off, you authorize us to give your agents work and approve what they do, inside limits we agree with you in writing. We stay inside those limits. You can change them or withdraw them at any time by emailing us.
If an agent stops doing its job, email us. We fix it within the time the plans section shows for your plan, counted from your email. Business days are Monday to Friday in US Eastern time, except US federal holidays. On Handover, fixes after the first 30 days are quoted per job.
8. Your content
"Your content" means your instructions, the messages in your workspace, and the data in the apps you connect.
You own your content. You also own the instructions we write for your agents, and we assign to you any rights we have in them.
You give us permission to access, copy and process your content only as needed to set up, run, fix and support Headcount for you.
We don't sell your content, and we don't use it to train AI models. We only run your agents on outside services that don't train on your content and that limit how long they keep it. Their terms, or our agreement with them, must say so. We check that on the account your workspace uses before any of your content goes through it. If a service your setup needs doesn't meet it, we tell you, and we don't send your content through that service. Your quote lists each of these services and what its terms say. Each one handles your content under its own terms.
This doesn't cover the apps you connect, such as your email. They already hold your content under your own agreements with them.
9. Acceptable use
You agree not to:
- connect an app or account you aren't authorized to connect
- use Headcount for anything unlawful, including sending messages the law doesn't allow, or to process content you have no right to
- try to get around the limits in your setup or in your agents' connections
- probe or test the security of Headcount or our accounts without our written permission; report vulnerabilities to [email protected] instead
- resell Headcount, or use it to build a competing service
On Managed and Hands-off, we may pause the agents that run on our accounts when we reasonably believe it's needed to protect you, your customers or anyone else. Examples are a security risk or a breach of this section. On any plan, we may stop our work on your setup for the same reasons. We may also ask you to stop an agent that runs on your accounts. We'll tell you why, and in advance where we can.
10. Confidentiality
Each of us may receive information from the other that is marked confidential, or that a reasonable person would treat as confidential. Each of us will protect the other's confidential information with at least reasonable care and use it only for the purposes of this agreement.
This doesn't cover information that becomes public through no fault of the receiver, that the receiver already knew, that the receiver gets from someone else without a duty of confidence, or that the receiver develops independently. Either of us may disclose confidential information when the law requires it, after giving the other notice where the law allows.
We don't name you as a client, show your workspace, or publish anything that would identify you or your business.
11. Our property
We own our methods, templates, tools and brand. The instructions we write for your agents are yours, as section 8 says. These terms don't transfer any of our other intellectual property to you.
If you send us feedback or ideas, we may use them without owing you anything.
12. Ending the agreement
These terms apply for as long as we provide Headcount to you. That includes any fix we do for you on Handover, and any move after the agreement ends.
Either of us may end this agreement if the other materially breaches it and doesn't fix the breach within 30 days of written notice. We may also end it for any reason with 30 days' notice, and section 5 covers the refund.
When the agreement ends:
- The agents that run on our accounts stop. We remove our access to your apps and to any account in your name, and delete the credentials we held for them.
- On Handover and On call, the workspace and its accounts are already in your name, and they stay with you.
- On Managed and Hands-off, you can ask within 30 days of the end for a move onto accounts in your name, as section 5 describes. When you ask, we agree a date for the move with you, and we keep the workspace until the move is done. If it isn't done by that date for a reason on your side, we may delete the workspace then.
- On Managed and Hands-off, if you don't ask for a move within those 30 days, we delete the workspace and everything in it once they're over. Ask within the 30 days and we'll send you a copy of its messages as a file first.
Sections 8, 10, 11, 13, 14, 15, 16 and 18 continue after the agreement ends.
13. Disclaimers
Headcount is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties and conditions, whether express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.
We don't warrant that your agents will do their work correctly, completely or on time; that their messages, drafts or other output will be accurate; or that Buzz or the outside services Headcount runs on will stay available.
You use Headcount at your own risk. You acknowledge that Headcount relies on AI models that can make mistakes, and that you're responsible for the work you give your agents, for the limits you agree on Hands-off, and for backing up your own systems.
14. Limits on liability
To the fullest extent the law allows:
Zetesis isn't liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any lost profits, revenue, data, goodwill or business opportunity, or business interruption, however caused and under any theory of liability, even if told they were possible.
Zetesis isn't liable for any loss arising from: what an agent did with the access you gave it or the work you gave it; messages, drafts or other agent output that you sent or relied on; anything done inside the limits you agreed on Hands-off; or the acts or failures of outside services, including Buzz, AI model providers, the service that connects agents to your apps, your own apps, and Cloudflare.
Zetesis's total liability for all claims arising out of or relating to these terms or Headcount won't exceed the fees you paid for Headcount in the one month before the event that gave rise to the claim.
These limits apply even if a remedy fails of its essential purpose. They don't apply to your obligation to pay fees or your obligations under section 15, and they don't limit liability that the law doesn't allow to be limited.
15. Indemnity
You'll defend, indemnify and hold harmless Zetesis and its members, managers and contractors from any claims, losses, damages and costs, including reasonable legal fees, arising from your content, your use of Headcount, the apps and accounts you connect, the work you give your agents, or your breach of these terms.
16. Disputes
Before starting any proceeding, you'll give us written notice of the dispute, and we'll both try in good faith to resolve it for 30 days.
Any dispute, claim or controversy arising out of or relating to these terms or Headcount will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, in Hillsborough County, Florida. Judgment on the award may be entered in any court with jurisdiction.
Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective or representative proceeding.
You and Zetesis each waive any right to a jury trial.
Either of us may bring an individual claim in small claims court, or seek an injunction in court to stop misuse of its intellectual property or confidential information.
Any claim must be filed within one year after it arises, or it's permanently barred.
If the class action waiver in this section is found unenforceable, this entire section is void, and disputes go to the state or federal courts in Hillsborough County, Florida.
17. Changes to Headcount and to these terms
We may change how Headcount works over time. We won't materially reduce what your plan includes during a billing period you've already paid for.
We may update these terms. For a material change, we'll email you at least 30 days before it takes effect. If you keep using Headcount after that date, the new terms apply. If you don't agree, you can cancel before they take effect.
18. General
- Law and disputes: These terms are governed by the laws of the State of Florida, without regard to its conflict of law rules. Section 16 explains how disputes are resolved.
- Transfer: You may not transfer this agreement without our consent. We may transfer it as part of a merger, acquisition or sale of assets, and we'll tell you if we do.
- Whole agreement: These terms and your quote make up the whole agreement between us about Headcount. If your quote says it changes a section of these terms, the quote applies for that section.
- Severability and waiver: If a court finds part of these terms unenforceable, the rest still applies. Not enforcing a right straight away doesn't waive it.
- Events outside our control: Neither of us is responsible for a delay or failure caused by events beyond reasonable control, such as an outage at a provider. This doesn't cover an obligation to pay.
- Notices: We'll send notices to the email address on your quote. Send notices to us at [email protected].
- Independent parties: Nothing in these terms makes us partners, agents or employees of each other.
19. Contact
Questions about these terms go to [email protected].
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