Legal

Terms of Service

Last updated: January 15, 2025

1. Acceptance of Terms

By accessing and using the services provided by Zoltrava LLC ("Zoltrava," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of the provisions contained in these Terms, you are not authorized to use our services. These Terms constitute a legally binding agreement between you and Zoltrava governing your use of our website, consulting services, deliverables, and any associated materials or communications.

Your continued use of our services following any posted modifications to these Terms will constitute your acceptance of and agreement to those changes. We reserve the right to modify these Terms at any time, effective upon posting the updated version on our website with a revised "Last Updated" date.

2. Description of Services

Zoltrava provides operational consulting services including but not limited to: Operational Strategy Audits, Process Architecture Design, Compliance and Risk Mapping, Workflow Automation Setup, Executive Operations Training, and Ongoing Ops Advisory. The specific scope, deliverables, timeline, and pricing for each engagement are detailed in a separate Statement of Work ("SOW") or proposal document agreed upon by both parties prior to the commencement of work.

The nature, scope, and extent of services may vary depending on your organization's size, complexity, industry, and specific operational needs. All services are customized to the client's operational environment and are not transferable to other entities without prior written consent from Zoltrava.

3. Client Responsibilities

To facilitate the effective delivery of our services, you agree to provide timely access to relevant operational data, personnel, documentation, systems, and information as reasonably requested by Zoltrava. You acknowledge that the quality and timeliness of our deliverables depend substantially on your cooperation and the accuracy of information you provide.

You are responsible for ensuring that any individuals within your organization who interact with Zoltrava's team are authorized to share operational data, make decisions related to the engagement, and provide approvals as needed. You agree to designate a primary point of contact who has authority to provide direction and feedback throughout the duration of the engagement.

4. Fees and Payment

Service fees are specified in the applicable SOW or proposal and are due according to the payment schedule outlined therein. Unless otherwise stated, all fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, levies, or duties. Standard payment terms require settlement within thirty (30) calendar days of invoice date unless alternative arrangements are explicitly agreed upon in writing.

Late payments are subject to a service charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, applied to the outstanding balance from the date payment was due. Zoltrava reserves the right to suspend services if payment is overdue by more than fifteen (15) calendar days, with resumption contingent upon full settlement of outstanding invoices including any applicable late fees.

5. Intellectual Property

All frameworks, methodologies, templates, analytical tools, proprietary processes, and general knowledge that Zoltrava utilizes in the delivery of services remain the exclusive intellectual property of Zoltrava. Upon full payment of all fees, you are granted a non-exclusive, non-transferable license to use the specific deliverables created for your engagement solely for your internal business purposes.

You may not reproduce, distribute, sublicense, sell, or otherwise commercialize any Zoltrava deliverables, frameworks, or materials without express written permission. Any operational data, trade secrets, or confidential information you provide to Zoltrava remains your exclusive property and will be handled in accordance with the confidentiality provisions set forth herein.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. "Confidential Information" includes but is not limited to business strategies, financial data, operational metrics, customer lists, technical specifications, process documentation, employee information, and any materials marked or reasonably understood to be confidential.

Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. This obligation survives the termination of the engagement for a period of three (3) years, except for trade secrets, which shall be maintained in confidence for as long as they qualify as trade secrets under applicable law.

7. Limitation of Liability

Zoltrava's consulting services are advisory in nature. While we employ industry best practices and draw upon extensive operational expertise, we do not guarantee specific business outcomes, financial results, or operational improvements. The implementation of recommendations and the ultimate results achieved are dependent upon numerous factors beyond Zoltrava's control, including but not limited to client execution, market conditions, regulatory changes, and organizational dynamics.

In no event shall Zoltrava's total cumulative liability arising out of or related to the services exceed the total fees actually paid by you to Zoltrava for the specific engagement giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such liability. Zoltrava shall not be liable for any indirect, incidental, special, consequential, or punitive damages, regardless of the theory of liability.

8. Termination

Either party may terminate an engagement by providing thirty (30) calendar days written notice to the other party. In the event of termination, you shall pay for all services rendered through the effective date of termination, including any non-cancellable commitments or expenses incurred on your behalf. Zoltrava will deliver any work product completed through the termination date within ten (10) business days of receiving final payment.

Zoltrava reserves the right to terminate an engagement immediately upon written notice if you breach any material provision of these Terms or the applicable SOW, if payment remains overdue for more than thirty (30) calendar days, or if continuing the engagement would require Zoltrava to violate applicable law or professional ethical standards.

9. Dispute Resolution

Any disputes arising out of or related to these Terms or any engagement shall first be submitted to good-faith mediation administered by a mutually agreed-upon mediator. If mediation does not resolve the dispute within sixty (60) calendar days of the initial mediation request, either party may pursue binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration shall take place in Louisville, Kentucky, and shall be conducted by a single arbitrator with expertise in consulting or professional services disputes. The arbitrator's decision shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines that a different allocation is warranted.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. Both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Jefferson County, Kentucky, for any proceedings arising out of or related to these Terms that are not subject to the arbitration provision above.

11. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms, together with any applicable SOW, constitute the complete and exclusive statement of the agreement between the parties and supersede all prior proposals, understandings, and communications between the parties relating to the subject matter hereof.

Zoltrava's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No modification or amendment to these Terms shall be effective unless in writing and signed by an authorized representative of both parties. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Zoltrava.