Terms of Service

1) Acceptance of Terms

These Terms of Service (“Terms”) are a legal agreement between you (“Customer”) and Zoflow Tech (“Zoflow,” “we,” “us”). By using our websites or services (consulting, implementation, integrations, training, support, related deliverables, the “Services”), you agree to these Terms and any Order Form or Statement of Work (“SOW”) we sign with you (each, an “Order”).

2) Services & Scope

2.1 Nature of Services. Workflow design, monday.com configuration, integrations/automation, data migration, training, and project delivery.
2.2 Orders/SOWs Control. Scope, deliverables, pricing, milestones, and timelines are defined in the applicable Order/SOW. If there’s a conflict, the Order/SOW prevails.
2.3 Third-Party Platforms. You remain responsible for licenses/terms of tools like monday.com, Google Workspace, Slack, etc.

3) Customer Responsibilities

3.1 Access/Cooperation. Provide timely access to systems, data, and decision-makers.
3.2 Customer Materials. You grant Zoflow a non-exclusive license to use content/data/logos you supply solely to perform the Services; you represent you have the rights to provide them.
3.3 Acceptable Use. No unlawful use, IP infringement, malware, or security bypass attempts.

4) Fees, Taxes & Payments

4.1 Fees. As stated in the Order/SOW; unless noted, fees are exclusive of taxes and non-refundable once work begins or a milestone is delivered.
4.2 Currency. Default USD; other currencies may use FX as of invoice date.
4.3 Invoicing. Due net 7–15 days (per Order/SOW). Late amounts may accrue 1.5%/mo (or legal max).
4.4 Taxes/Withholding. You are responsible for VAT/GST/sales/use and withholdings (other than Zoflow’s income taxes). If withholding applies, gross-up so Zoflow receives the full invoiced amount.
4.5 Expenses. Out-of-pocket billed at cost.

5) Changes, Delays & Cancellations

5.1 Change Orders for material scope/timeline changes (may adjust fees/dates).
5.2 Customer Delays shift timelines and may add cost.
5.3 Cancellation for Convenience with 7 days’ written notice; you pay for work performed, committed expenses, and non-cancelable third-party costs up to the effective date.

6) Intellectual Property

6.1 Customer IP. You retain rights in Customer Materials.
6.2 Zoflow Pre-Existing IP. We retain rights in our methodologies, templates, code snippets, and tools developed before/outside your engagement.
6.3 Deliverables License. Upon full payment, you receive a perpetual, worldwide, non-exclusive license to use Deliverables created specifically for you for your internal business. Zoflow may reuse generalized know-how.
6.4 Open-Source/Third-Party components remain under their licenses/terms.

7) Confidentiality

Definition, obligations, standard exclusions (public/independently developed/third-party source), and compelled disclosure with notice when legally allowed.

8) Data Protection & Security

8.1 Privacy Policy. Our processing of personal data is described in our Privacy Policy. If required, we’ll sign a Data Processing Addendum (DPA) for GDPR/UK-GDPR/CCPA.
8.2 Sub-processors. We may use vetted sub-processors.
8.3 Cross-Border Transfers. Authorized as needed with appropriate safeguards.
8.4 Security. We use commercially reasonable technical/organizational measures.

9) Warranties & Disclaimers

9.1 Authority. Each party has authority to enter these Terms.
9.2 Services Warranty. Professional, workmanlike performance consistent with industry standards; exclusive remedy is re-performance of non-conforming Services.
9.3 General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES/DELIVERABLES ARE PROVIDED “AS IS”. ZOFLOW DISCLAIMS ALL IMPLIED WARRANTIES (MERCHANTABILITY, FITNESS, NON-INFRINGEMENT). WE DO NOT PROVIDE LEGAL, ACCOUNTING, TAX, OR COMPLIANCE ADVICE. WE ARE NOT RESPONSIBLE FOR THIRD-PARTY PLATFORMS OR THEIR AVAILABILITY/CHANGES/TERMS.

10) Limitation of Liability

To the maximum extent permitted by law: (a) no party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits/revenue/goodwill; (b) each party’s total liability arising out of or related to the Services/Terms/any Order is limited to the fees paid or payable by you for the Services giving rise to the claim during the 12 months before the event. These limits apply even if a party was advised of the possibility and despite failure of essential purpose.

11) Indemnification

11.1 By Customer. For claims arising from Customer Materials, your unlawful use, or your third-party platform accounts.
11.2 By Zoflow. For third-party IP claims alleging Deliverables (as delivered, excluding Customer Materials/third-party components) infringe; subject to prompt notice, control of defense, and cooperation.

12) Anti-Bribery, Sanctions & Export

Compliance with FCPA, UK Bribery Act, sanctions, export controls; no restricted-party or prohibited uses.

13) Publicity

Unless you object in writing, we may use your name/logo in customer lists and high-level descriptions (no Confidential Information).

14) Term, Termination & Suspension

14.1 Term continues while Services are provided.
14.2 Termination for Cause after 10 days’ uncured material breach notice.
14.3 Suspension for non-payment or security/legal reasons with notice when practicable.
14.4 Effect. Pay for Services through termination; survival for sections 6–13, 14.4, 15–18.

15) Governing Law & Venue (Default)

These Terms and any dispute or claim related to them, or the Services are governed by the laws of the State of Arkansas, USA, excluding conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts in Washington County, Arkansas, USA. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16) Notices

Notices are effective when sent by email to the designated contacts or delivered by recognized courier to addresses in the Order/SOW.
Zoflow notice email: manuel@zoflowtech.com.

17) Changes to Terms/Services

We may update the Services and these Terms. For material changes we will post the updated Terms with a new Effective Date and, where required, notify you. Continued use after the Effective Date constitutes acceptance. If you object to a material change, you may terminate within 30 days of notice and we will refund prepaid, unused fees for Services not yet performed.

18) Miscellaneous

18.1 Independent Contractors. Not partners/agents/employees.
18.2 Assignment. You need our consent to assign; we may assign to an affiliate or in a merger/asset sale.
18.3 Force Majeure. No liability for events beyond reasonable control.
18.4 Severability/Waiver. Unenforceable terms severed; waivers must be written.
18.5 Order of Precedence. If there is a conflict: (i) any signed Order/SOW (including governing-law/dispute terms in it); (ii) any DPA (if applicable); (iii) these Terms.
18.6 Language. Versions may be provided in multiple languages; English controls where permitted.