Terms & Conditions

These Terms & Conditions (“Terms”) are effective as of February 1, 2025, and govern the use of the website and consulting services provided by Zoley Consulting, LLC, a limited liability company duly organized and existing under the laws of the State of Connecticut, United States (“Company,” “we,” “our,” or “us”). By accessing our website or engaging our consulting services, you (“Client,” “you,” or “your”) agree to be legally bound by these Terms. If you do not agree, you must refrain from using our website or services.

1. Acceptance of Terms

By accessing or using this website, or by engaging the consulting services of Zoley Consulting, LLC (“Company,” “we,” “our,” or “us”), you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be legally bound by these Terms & Conditions (“Terms”). If you do not agree, you must immediately discontinue use of the website and refrain from engaging our Services.

2. Eligibility

You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts. By using the website or engaging the Services, you further represent that you are not prohibited from doing so under any applicable laws. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind such entity to these Terms.

3. Scope of Services

Zoley Consulting, LLC provides business consulting services including, but not limited to, advisory, strategic planning, brand development, AI and automation integration, and related professional services (“Services”).

The Services are provided for informational and advisory purposes only. While the Company will exercise commercially reasonable efforts and professional judgment, the Company makes no guarantee or warranty of specific outcomes, financial results, or performance improvements.

Unless otherwise stated in a written proposal or statement of work, revisions to deliverables shall be limited to a reasonable number as determined by the Company. Additional revisions or changes in scope requested by the Client may result in additional fees.

The Client acknowledges that implementation of recommendations, business decisions, and results are solely the Client’s responsibility. By engaging the Services, the Client agrees that the Company shall not be liable for any losses, damages, or adverse outcomes resulting from the Client’s use or non-use of our recommendations. The Client further agrees not to bring claims against the Company for lost profits, consequential damages, reputational harm, or similar indirect losses arising from reliance on the Services.

The Services do not constitute legal, tax, accounting, financial, or investment advice. The Client is solely responsible for obtaining independent professional advice in these areas.

The Client acknowledges that the Company provides Services solely as an advisor and independent contractor. Nothing in these Terms creates, or shall be construed as creating, an employer–employee, agency, fiduciary, or trustee relationship. The Client agrees not to rely on the Services as a substitute for its own independent judgment or for professional legal, tax, or financial advice.

The Company may assign or subcontract portions of the Services to qualified third parties, provided that the Company remains responsible for the performance of such Services.

4. Fees and Payment

(a) Quotes and Estimates. Prior to commencing Services, the Company may provide the Client with a written quote or estimate. Such quotes are based on the scope of Services discussed at the time and are provided for reference purposes only. Final fees may vary if the Client requests additional services, modifies the scope of work, or otherwise changes project requirements.

(b) Payment Terms. Unless otherwise agreed in writing, invoices are due within fourteen (14) days of issuance. Payment shall be made in U.S. dollars by the method specified on the invoice.

(c) Late Payments. Any payment not received within the stated period shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, until an account is paid in full. The Company reserves the right to suspend Services until payment is received.

(d) Refunds. Payments are non-refundable unless expressly stated otherwise in writing by the Company.

5. Client Responsibilities

(a) Accuracy of Information. The Client represents and warrants that all information, data, and materials provided to the Company are accurate, complete, and up to date. The Company shall not be liable for delays, errors, or outcomes resulting from inaccurate or incomplete information provided by the Client.

(b) Implementation of Advice. The Client acknowledges that the Services are advisory in nature and that the Client is solely responsible for deciding whether and how to implement recommendations. The Company shall not be responsible for the Client’s execution, failure to act, or outcomes derived from such actions.

(c) Cooperation. The Client agrees to provide timely access to personnel, resources, and information reasonably required by the Company to perform the Services. The Company’s performance is contingent on the Client’s cooperation.

(d) Compliance with Laws. The Client is solely responsible for ensuring that their business practices and use of the Services comply with all applicable laws, regulations, and industry standards.

6. Technology, Data, and Tool Usage.

The Company may recommend, configure, or assist with the integration of third-party tools, platforms, or services. The Client acknowledges that such third-party services are not owned, operated, or controlled by the Company, and the Company shall not be liable for any errors, failures, downtime, security vulnerabilities, data breaches, or other issues arising from the use of such third-party services. The Client is solely responsible for maintaining any necessary accounts, subscriptions, or licenses with such third parties.

Where Services involve the use of artificial intelligence, automation tools, or data analysis, the Company makes no representation or warranty as to the accuracy, completeness, legality, or fitness for a particular purpose of any outputs generated. The Client remains solely responsible for reviewing, approving, and relying upon such outputs prior to use in its business operations, and the Company shall have no liability for consequences arising from such reliance.

Client Data Responsibility. The Client is solely responsible for maintaining and safeguarding its own data, content, and records. The Company does not provide data backup or archival services and shall not be liable for any loss, corruption, or unauthorized access of Client data. The Client is responsible for ensuring that all data provided to the Company is properly backed up and that copies are maintained for its own use.

7. Intellectual Property

(a) Company Materials. All intellectual property, methodologies, strategies, templates, processes, documents, reports, and other materials created or provided by the Company (“Company Materials”) are and shall remain the sole property of the Company. Except as expressly granted in writing, no rights are transferred to the Client.

(b) License to Deliverables. Upon full payment of fees, the Company grants the Client a limited, non-exclusive, non-transferable license to use final deliverables solely for the Client’s internal business purposes. The Client may not reproduce, distribute, sublicense, or otherwise exploit the deliverables without the Company’s prior written consent.

(c) Client Materials. The Client retains ownership of materials it provides to the Company. By providing such materials, the Client grants the Company a limited license to use them solely for the purpose of performing the Services.

(d) Reservation of Rights. The Company reserves all rights not expressly granted under these Terms. Unauthorized use of Company Materials or deliverables constitutes a breach of contract and may result in immediate termination of Services and/or legal action.

(e) Marketing & Portfolio Rights. Unless otherwise agreed in writing, the Company reserves the right to reference the Client’s name, logo, and non-confidential descriptions of the Services provided in the Company’s marketing materials, case studies, and portfolio.

8. Confidentiality

(a) Definition. “Confidential Information” means all non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

(b) Obligations. The Receiving Party shall:

(i) use Confidential Information solely for the purpose of performing or receiving the Services;

(ii) restrict disclosure of Confidential Information to its employees, contractors, or advisors who need to know such information for the same purpose and who are bound by confidentiality obligations no less protective than those in these Terms; and

(iii) safeguard the Confidential Information using reasonable measures to prevent unauthorized use or disclosure.

(c) Exclusions. Confidential Information does not include information that:

(i) is or becomes publicly available through no fault of the Receiving Party;

(ii) was lawfully in the Receiving Party’s possession prior to disclosure;

(iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or

(iv) is lawfully obtained from a third party without restriction.

(d) Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that (where legally permissible) it gives the Disclosing Party prompt notice to seek a protective order or other remedy.

(e) Survival. The obligations under this Section shall survive termination or expiration of the Services for a period of one (1) year, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

9. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, goodwill, or business opportunities, arising out of or relating to the Services or these Terms.

The Client expressly acknowledges that all business decisions are their sole responsibility and that they shall not bring claims against the Company for negative outcomes, including reputational harm or diminished business performance.

In all cases, the Company’s aggregate liability for any claim shall not exceed the total amount of fees actually paid by the Client to the Company for the Services giving rise to the claim.

In the event of a dispute, the parties shall first attempt good faith negotiations, then mediation before a mutually agreed mediator in Connecticut, prior to commencing litigation. Nothing in this section prevents either party from seeking injunctive relief to protect intellectual property or confidential information.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its members, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) the Client’s breach of these Terms;

(b) the Client’s misuse of the Services, deliverables, or Company Materials;

(c) any violation of applicable laws or third-party rights by the Client.

11. Termination

(a) By Either Party. Either party may terminate the Services upon written notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) days of notice.

(b) By the Company. The Company may suspend or terminate Services immediately if the Client fails to pay invoices when due, misuses deliverables, or otherwise engages in conduct that interferes with the Company’s ability to perform Services.

(c) Effect of Termination. Termination shall not relieve the Client of the obligation to pay for all Services performed up to the termination date. Upon termination, any outstanding fees shall become immediately due and payable.

12. Website Use

(a) Acceptable Use. Users may access the website solely for lawful purposes. Prohibited activities include: copying, scraping, data-mining, reverse engineering, or attempting to gain unauthorized access to the website.

(b) Intellectual Property. All content on the website, including text, graphics, and code, is owned by or licensed to the Company and is protected by applicable intellectual property laws. Unauthorized use is strictly prohibited.

(c) Third-Party Links. The website may contain links to third-party sites. The Company is not responsible for the content, policies, or practices of such sites.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, United States, without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in Connecticut, and the Client hereby consents to the jurisdiction of such courts.

14. International Clients

Clients located outside the United States are welcome to engage the Services. By doing so, international Clients acknowledge and agree that:

(a) the Services are provided from the United States and subject exclusively to U.S. law;

(b) disputes shall be resolved in the courts of Connecticut, United States;

(c) Clients remain responsible for compliance with their own local laws and regulations.

15. Entire Agreement

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between the parties with respect to the Services and supersede all prior proposals, negotiations, and understandings, whether written or oral.

16. Amendments

The Company reserves the right to update or amend these Terms at any time. Updates will be posted on the Company’s website and shall take effect immediately upon posting. Continued use of the Services or the website following any amendments constitutes acceptance of the updated Terms.