Terms of Service for Zenithwave Global LLC
1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity1 (“Client,” “you,” or “your”), and Zenithwave Global LLC, located at 1300 DALLAS DR APT 623, DENTON, TX 76205, USA (“Zenithwave Global,” “we,” “us,” or “our”), concerning your engagement of our executive strategy business consultancy services (“Services”).
By engaging Zenithwave Global for Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using our Services and2 must discontinue engagement immediately.
These Terms may be supplemented by a specific Engagement Letter, Proposal, or Statement of Work (“SOW”) for particular services, signed by both parties (“Engagement Agreement”). In the event of a conflict between these Terms and a specific Engagement Agreement, the terms of the Engagement Agreement shall prevail for that specific engagement.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time. We will alert you about any changes by updating the3 “Effective Date” of these Terms. It is your responsibility to periodically review these Terms.
2. Definitions
- “Consultancy Services” or “Services”: Refers to all executive strategy business consultancy services provided by Zenithwave Global, including but not limited to strategic planning, market analysis, competitive positioning, organizational design advisory, leadership development support, innovation strategy, product concept rendering, executive process resolution, financial strategy advisory, investment planning guidance, and other high-level business advisory as detailed in an applicable Engagement Agreement.
- “Client Materials”: Refers to all business plans, financial data, operational information, market research, proprietary information, and other materials provided by the Client to Zenithwave Global for the purpose of receiving Services.
- “Deliverables”: Refers to the specific work product created by Zenithwave Global for the Client as part of the Services, such as strategic plans, analytical reports, market assessments, process frameworks, conceptual blueprints, presentations, and written recommendations, as defined in the Engagement Agreement.
- “Intellectual Property Rights”: Refers to all patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, database rights, design rights, and other intellectual property or proprietary rights.
- “Confidential Information”: Refers to any non-public information disclosed by one party to the other, in any form, designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances4 of disclosure. This includes, without limitation, Client Materials relating to its business strategies, financials, operations, and any proprietary methodologies or non-public advice provided by Zenithwave Global.
3. Scope of Consultancy Services
3.1. Provision of Services: Zenithwave Global agrees to provide the Consultancy Services as described in the mutually agreed-upon Engagement Agreement.
3.2. Nature of Strategic Advice: Our Services consist of providing strategic analysis, insights, recommendations, and frameworks to support executive decision-making and strategic planning. Advice is based on information available at the time it is given, our professional judgment, and current market understanding.
3.3. Client’s Decision-Making Authority: Zenithwave Global acts as an advisor. The Client retains ultimate authority and responsibility for all business decisions made and actions taken based on, or in connection with, the Services and Deliverables provided by Zenithwave Global.
3.4. Reliance on Client Information: The quality and efficacy of our Services are dependent on the accuracy, completeness, and timeliness of the information and Client Materials you provide. We are entitled to rely upon such information without independent verification, unless otherwise explicitly agreed in an Engagement Agreement.
3.5. Changes to Scope: Any material changes to the scope of Services must be agreed upon in writing by both parties, potentially requiring an amendment to the Engagement Agreement and an adjustment in fees and/or timelines.
4. Client Obligations
4.1. Provision of Information: You agree to provide, in a timely, accurate, and complete manner, all Client Materials, data, access to key personnel, and other information reasonably required by Zenithwave Global to perform the Services.
4.2. Cooperation: You agree to cooperate fully with Zenithwave Global, make executive and other relevant personnel available for discussions and workshops, and provide timely decisions, feedback, and approvals as necessary for us to perform the Services efficiently.
4.3. Implementation: You are solely responsible for the implementation of any strategies, plans, or recommendations provided by Zenithwave Global, and for the results thereof.
4.4. Internal Approvals: You are responsible for obtaining all necessary internal approvals and authorities for engaging our Services and for decisions made during the engagement.
4.5. Payment: You agree to pay all fees and expenses in accordance with Section 5 of these Terms and the applicable Engagement Agreement.
5. Fees and Payment
5.1. Fees: Fees for Services will be set forth in the Engagement Agreement and may be based on project fees, retainers, milestone payments, daily/hourly rates for executive time, or other agreed-upon structures.
5.2. Expenses: In addition to fees, you agree to reimburse Zenithwave Global for reasonable and pre-approved out-of-pocket expenses incurred in connection with the Services, such as travel and accommodation for on-site work, specialized third-party database access, major report production, or other direct costs as outlined in the Engagement Agreement.
5.3. Invoicing: Zenithwave Global will invoice you for fees and expenses according to the schedule specified in the Engagement Agreement.
5.4. Payment Terms: Payment is due within [e.g., 15 or 30] days of the invoice date unless otherwise agreed in writing. Payments shall be made in United States Dollars (USD).
5.5. Late Payments: Overdue invoices may accrue interest at a rate of [e.g., 1.5%] per month, or the maximum rate permitted by Texas law, whichever is lower. Zenithwave Global reserves the right to suspend Services for overdue accounts.
5.6. Retainers: If an advance retainer is required, it will be detailed in the Engagement Agreement. The retainer will be applied against fees and expenses. We may require replenishment if it falls below a certain level. Unearned portions of retainers are handled as per Section 10.4.
5.7. Taxes: All fees are exclusive of applicable taxes (e.g., sales tax, VAT). You are responsible for paying all such taxes.
6. Intellectual Property Rights
6.1. Client Materials: You retain all ownership rights in your pre-existing Client Materials. You grant Zenithwave Global a non-exclusive, royalty-free license to use, reproduce, and adapt Client Materials solely for the purpose of providing the Services to you.
6.2. Zenithwave Global’s Pre-Existing IP: Zenithwave Global retains all Intellectual Property Rights in its pre-existing materials, proprietary methodologies, analytical frameworks, tools, models, software, know-how, and general knowledge (“Zenithwave IP”) used or developed in providing the Services.
6.3. Deliverables: Upon your full and final payment for the Services related to specific Deliverables, you will own the specific final work product (Deliverables) prepared exclusively for you by Zenithwave Global as defined in the Engagement Agreement (e.g., your finalized strategic plan, specific reports written for you). Notwithstanding this, Zenithwave Global retains ownership of all underlying Zenithwave IP that may be incorporated into or used to create such Deliverables. You are granted a perpetual, non-exclusive, royalty-free license to use any such incorporated Zenithwave IP solely as part of the Deliverables for your internal business purposes.
6.4. General Knowledge: Nothing in this Agreement shall prevent Zenithwave Global from using the general skills, knowledge, experience, and know-how gained during the performance of the Services in its ongoing business, provided it does not disclose your Confidential Information.
7. Confidentiality
7.1. Strict Confidentiality: Each party (the “Receiving Party”) shall hold in strictest confidence and shall not use (except for the purposes of this Agreement) or disclose to any third party any Confidential Information of the other party (the “Disclosing Party”). This is of paramount importance given the nature of executive strategy consultancy.
7.2. Standard of Care: The Receiving Party will use the same high degree of care to protect Confidential Information as it uses to protect its own confidential information of like nature,5 but no less than a reasonable degree of care appropriate for highly sensitive business information.
7.3. Exceptions: Standard exceptions for publicly known information, information already rightfully possessed, information rightfully received from a third party without a duty of confidentiality, or information independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information6 will apply.
7.4. Legally Required Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will (if legally permitted and practicable) provide prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy.
7.5. Duration: The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [e.g., five (5) or seven (7)] years, or indefinitely with respect to trade secrets or as required by law for certain types of sensitive information.
8. Warranties and Disclaimers
8.1. Zenithwave Global’s Warranty: Zenithwave Global warrants that it will perform the Consultancy Services using reasonable care, skill, and diligence, consistent with professional standards applicable to executive strategy business consultancy services.
8.2. DISCLAIMER OF SPECIFIC BUSINESS OUTCOMES: YOU ACKNOWLEDGE AND AGREE THAT THE PROVISION OF EXECUTIVE STRATEGY CONSULTANCY SERVICES DOES NOT GUARANTEE ANY PARTICULAR BUSINESS RESULT, FINANCIAL PERFORMANCE, PROFIT INCREASE, MARKET SHARE GAIN, SUCCESSFUL IMPLEMENTATION OF STRATEGIES, OR ANY OTHER SPECIFIC OUTCOME. OUR SERVICES ARE DESIGNED TO PROVIDE INSIGHTS, ANALYSIS, AND RECOMMENDATIONS TO INFORM YOUR EXECUTIVE DECISION-MAKING. THE ULTIMATE SUCCESS OF YOUR BUSINESS STRATEGIES AND OPERATIONS DEPENDS ON NUMEROUS FACTORS BEYOND ZENITHWAVE GLOBAL’S CONTROL, INCLUDING YOUR INTERNAL EXECUTION CAPABILITIES, MARKET DYNAMICS, COMPETITIVE RESPONSES, AND UNFORESEEN EVENTS.
8.3. ADVICE BASED ON INFORMATION AND TIMING: OUR ADVICE AND RECOMMENDATIONS ARE BASED ON THE INFORMATION PROVIDED BY YOU AND AVAILABLE TO US AT THE TIME THE SERVICES ARE RENDERED, AND REFLECT OUR PROFESSIONAL JUDGMENT AT THAT TIME. SUBSEQUENT CHANGES IN FACTS, CIRCUMSTANCES, MARKET CONDITIONS, OR LAW MAY IMPACT THE RELEVANCE OR VALIDITY OF PREVIOUS ADVICE. ZENITHWAVE GLOBAL IS NOT OBLIGATED TO UPDATE PRIOR ADVICE OR DELIVERABLES UNLESS SPECIFICALLY ENGAGED TO DO SO UNDER A NEW AGREEMENT.
8.4. NO GUARANTEE OF INFALLIBILITY: WHILE WE EMPLOY RIGOROUS ANALYTICAL METHODS AND EXPERIENCED PROFESSIONALS, STRATEGIC CONSULTANCY IS NOT AN EXACT SCIENCE. OUR SERVICES ARE NOT WARRANTED TO BE ERROR-FREE OR TO IDENTIFY ALL POSSIBLE RISKS OR OPPORTUNITIES.
8.5. GENERAL DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” ZENITHWAVE GLOBAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability7
9.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,8 INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF9 PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. LIMITATION OF DIRECT DAMAGES: ZENITHWAVE GLOBAL’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO ZENITHWAVE GLOBAL FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM UNDER THE RELEVANT ENGAGEMENT AGREEMENT DURING THE [e.g., SIX (6) or TWELVE (12)] MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
9.3. Exceptions: The limitations of liability set forth in this Section 9 shall not apply to liability arising from a party’s gross negligence, willful misconduct, fraud, breach of confidentiality obligations (Section 7) concerning the other party’s highly sensitive information, or indemnification obligations (Section 11).
10. Term and Termination
10.1. Term: This Agreement shall commence upon your engagement of our Services and shall continue until terminated as provided herein or upon completion of all Services under all active Engagement Agreements.
10.2. Termination for Cause: Either party may terminate this Agreement or a specific Engagement Agreement for cause if the other party materially breaches these Terms or the Engagement Agreement and fails to cure such breach within [e.g., thirty (30)] days after receiving written notice thereof.
10.3. Termination for Convenience: Either party may terminate this Agreement or any specific Engagement Agreement without cause upon [e.g., thirty (30) or sixty (60)] days prior written notice to the other party, unless otherwise specified in the Engagement Agreement.
10.4. Effect of Termination: Upon termination: (a) you shall pay Zenithwave Global for all Services properly performed and non-cancellable expenses incurred up to the effective date of termination; (b) Zenithwave Global will take reasonable steps to conclude its work and, upon payment, deliver any completed or partially completed Deliverables as agreed; (c) any unearned, unused portion of an advance retainer will be returned to you after final billing for all earned fees and costs; (d) each party shall promptly return or destroy (at the Disclosing Party’s option) all Confidential Information of the other party. Sections 6, 7, 8, 9, 11, 13, and 14, and any other provisions that by their nature should survive, will survive termination.
11. Indemnification
11.1. By Client: You agree to indemnify, defend, and hold harmless Zenithwave Global and its members, officers, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including10 reasonable attorneys’ fees) arising out of or relating11 to: (a) your Client Materials, including any claim that Client Materials infringe upon third-party intellectual property rights or violate privacy laws; (b) your implementation or use of the strategies, advice, or Deliverables provided by Zenithwave Global in a manner inconsistent with this Agreement or applicable law; (c) your breach of any of your obligations, representations, or warranties under this Agreement; or (d) any decisions made or actions taken by you based on the Consultancy Services.
11.2. By Zenithwave Global: Zenithwave Global agrees to indemnify, defend, and hold harmless you from and against direct third-party claims that the final Deliverables specifically created by Zenithwave Global for you (excluding any Client Materials or third-party content incorporated therein at your direction) directly infringe a U.S. copyright, provided you promptly notify us in writing of the claim and allow us to control the defense and settlement of such claim.
12. Professional Relationship
The relationship between Zenithwave Global and the Client is that of an independent contractor providing consultancy services. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship. Zenithwave Global provides strategic business advice and is not a law firm, accounting firm, or investment bank, and does not provide legal, tax, or regulated investment advice unless explicitly stated otherwise in a separate agreement by appropriately licensed individuals.
13. Governing Law and Dispute Resolution
13.1. Governing Law: These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the12 State of Texas, USA, without regard to its conflict of laws principles.13
13.2. Venue: Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the14 state courts located in15 Denton County, Texas, or the federal courts for the Northern District of Texas. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.16
13.3. Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each17 a “Dispute”), the parties agree to first attempt to negotiate any Dispute informally for at least [e.g., thirty (30) or sixty (60)] days before initiating any formal proceeding. Such informal negotiations commence upon written notice from one party to the other.
13.4. Attorneys’ Fees: In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover18 its reasonable attorneys’ fees and costs.
14.19 General Provisions
14.1. Entire Agreement: These Terms, together with any applicable Engagement Agreement and any other documents incorporated herein by reference, constitute the entire agreement between you and Zenithwave Global with respect to the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.20
14.2. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and21 addressed to the parties at the addresses set forth in22 the Engagement Agreement (or to Zenithwave Global at 1300 DALLAS DR APT 623, DENTON, TX 76205, USA, and its designated contact email, and to you at your provided contact information) or to such other address that may be designated by the receiving party in writing.
14.3. Waiver: No waiver by either party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
14.4. Severability: If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or23 unenforceability shall not affect any24 other term or provision.
14.5. Assignment: You may not assign any of your rights or delegate any of your obligations under these Terms without the prior written consent25 of Zenithwave Global. Zenithwave Global may assign its rights or delegate its obligations.
14.6. Headings: The headings in these Terms are for reference only and shall not affect the interpretation.
15. Contact Information
If you have any questions about these Terms of Service, please contact us at:
Zenithwave Global LLC
Attn: Tiffany Hammond, Sole Member (or Legal Department)
1300 DALLAS DR APT 623
DENTON, TX 76205, USA