Terms of Service

Introduction

Welcome to The La Ziza Group LLC. These Terms of Service ("Terms") govern your use of our website, products, and services ("Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

As a digital consulting agency specializing in UI/UX design, process automation, and workflow optimization, we provide a range of professional services to businesses seeking to improve their digital presence and operational efficiency.

Use of Services

Our Services are intended for professional and business use. You agree to use our Services only for lawful purposes and in accordance with these Terms. When using our Services, you agree not to:

• Violate any applicable laws or regulations
• Infringe the intellectual property rights of others
• Transmit any material that is defamatory, offensive, or otherwise objectionable
• Interfere with or disrupt the integrity or performance of our Services
• Attempt to gain unauthorized access to our Services or related systems
• Collect or harvest any information from our Services without authorization
• Use our Services in any manner that could damage, disable, overburden, or impair them

Professional Consulting Services

The La Ziza Group LLC provides professional consulting services in the areas of UI/UX design, process automation, workflow optimization, and digital transformation. Our services are subject to the following terms:

• Scope of Work: All consulting services will be defined in a separate Statement of Work (SOW) or service agreement that outlines deliverables, timelines, and payment terms.
• Client Cooperation: Successful delivery of our services requires your cooperation, including providing necessary information, timely feedback, and access to systems when required.
• Professional Standards: We will perform our services with reasonable skill and care, consistent with industry standards.
• Changes to Scope: Any changes to the agreed scope of work must be documented in writing and may result in adjustments to fees and timelines.
• Acceptance: Deliverables will be subject to your review and acceptance in accordance with the criteria specified in the SOW.

Intellectual Property Rights

The intellectual property rights related to our Services and deliverables are governed as follows:

• Our Content: All content on our website, including text, graphics, logos, images, and software, is the property of The La Ziza Group LLC or its content suppliers and is protected by United States and international copyright laws.
• Your Content: You retain ownership of any content you provide to us in connection with our Services. You grant us a license to use, reproduce, modify, and display such content solely for the purpose of providing our Services to you.
• Project Deliverables: Ownership of deliverables created during consulting projects will be specified in the applicable SOW or service agreement. Unless otherwise agreed in writing:
  • Upon full payment, you will receive ownership of the final deliverables specifically created for you.
  • We retain ownership of all pre-existing materials, methodologies, know-how, and tools used to create the deliverables.
  • We may continue to use general knowledge, skills, and experience acquired during the provision of services.
• Portfolio Rights: Unless explicitly prohibited in writing, you grant us the right to include a general description of the services provided to you in our portfolio and marketing materials.

Fees and Payment

Our fee structure and payment terms are as follows:

• Fee Structure: Our fees will be outlined in the applicable SOW or service agreement and may be structured as fixed-price, time and materials, or retainer-based.
• Invoicing: We will invoice you according to the schedule specified in the SOW. Standard payment terms are net 15 days from invoice date, unless otherwise agreed.
• Late Payments: Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Expenses: Reasonable out-of-pocket expenses incurred in the performance of services will be billed separately and are your responsibility, subject to your prior approval.
• Taxes: All fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our income.

Confidentiality

We understand the sensitive nature of the information shared during our engagement. Both parties agree to:

• Maintain the confidentiality of all non-public information disclosed during the course of the engagement
• Use confidential information only for the purpose of providing or receiving the Services
• Implement reasonable security measures to protect confidential information
• Not disclose confidential information to third parties without prior written consent, except as required by law
• Return or destroy confidential information upon request or termination of the engagement

These confidentiality obligations survive the termination of our Services. Specific confidentiality terms may be further detailed in a separate Non-Disclosure Agreement or in the applicable SOW.

Term and Termination

Our engagement terms are as follows:

• Term: The term of our Services will be specified in the applicable SOW or service agreement.
• Termination for Convenience: Either party may terminate the engagement with 30 days' written notice, unless otherwise specified in the SOW.
• Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving notice.
• Effect of Termination: Upon termination:
  • You will pay for all Services rendered up to the termination date, including any non-cancellable commitments.
  • We will return or deliver all materials and deliverables completed up to the termination date, subject to receipt of all outstanding payments.
  • Any provisions of these Terms that by their nature should survive termination will survive termination.

Warranties and Disclaimers

We warrant that:

• We will perform the Services in a professional manner consistent with industry standards
• We have the right and authority to enter into and perform our obligations under these Terms
• Our Services will not knowingly infringe on the intellectual property rights of any third party

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that our Services will meet your specific requirements, be uninterrupted, secure, or error-free. Advice, reports, or information provided by us are provided for general guidance only and do not constitute professional advice such as legal, medical, or financial advice.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.
• THE LA ZIZA GROUP LLC'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• THE ABOVE LIMITATIONS WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless The La Ziza Group LLC, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with:

• Your access to or use of our Services
• Your violation of these Terms
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right
• Any content or information you provide in connection with our Services

General Provisions

• Entire Agreement: These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between you and The La Ziza Group LLC regarding the Services and supersede all prior agreements and understandings.
• Governing Law: These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law.
• Dispute Resolution: Any dispute arising from these Terms will be resolved through good-faith negotiation. If negotiation fails, the dispute will be submitted to binding arbitration in Houston, Texas, in accordance with the rules of the American Arbitration Association.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
• No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
• Notices: All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail.
• Relationship of Parties: Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the changes becoming effective. Your continued use of our Services after the effective date of the revised Terms constitutes your acceptance of those changes.

Please review these Terms periodically for changes. The most current version will always be posted on our website.