Terms of Service

1. Acceptance of These Terms

By accessing our website, submitting a message through our contact form, telephoning our desk or entering into an engagement, you accept these Terms of Service in full. If you do not accept these terms, you should not use our website or our services. Where you act on behalf of an organization, you represent that you have the authority to bind that organization to these terms. These terms apply together with any separate written agreement that we sign with you, and where a signed agreement conflicts with these terms, the signed agreement governs for the matters it addresses.

2. Who We Are

ZAY.FVDEZ, INC. is a computer integrated systems design consultancy. We read complex software, hardware and the interfaces between them closely and return precise annotation in the form of margin notes and ordered remediation plans. Our study is located at 2616 S Fernhill Ln, Magna - 84044-0918, United States (US). Our reading desk may be reached by email at info@zayfvdez.autos and by telephone at +16076660469. References in these terms to we, us or the Company mean ZAY.FVDEZ, INC., and references to you mean the person or organization using our website or services.

3. Eligibility and Authority

Our website and services are intended for professional audiences. You must be of the age that applicable law sets for entering a binding contract, and you must have the legal capacity to do so. If you use our website or services on behalf of an organization, you confirm that you are authorized to accept these terms for that organization and to make decisions about the engagement. We may decline to provide services where we have a reasonable basis to believe that a request lacks authority, that it would require us to act unlawfully, or that it falls outside the nature of our practice.

4. Description of Services

We provide six closely related services. A Close Reading Systems Audit is a complete reading of a system that produces an annotated record of how it truly behaves. A Margin Note Roadmap turns findings into an ordered program of work. A Cross Reference Review verifies the links between one system and its neighbors. A Reading Room Workshop teaches your engineers to read their own systems with the same discipline. An Errata and Remediation Plan supplies a correction list with verification steps. A Quiet Hour Retainer keeps a gentle standing reading in place across the seasons. The precise scope of any service is defined in a proposal or engagement agreement, and no service includes work that is not described there.

5. Enquiries and Proposals

You may contact us through our website, by email or by telephone. An enquiry does not create a contract, and we are free to decline an enquiry for any lawful reason. When a request appears to fit our practice, we prepare a proposal that describes the reading, the expected scope, the schedule and the fee. A proposal remains open for the period stated in it, or for thirty days if no period is stated. A contract comes into existence only when you accept a proposal in writing and, where a deposit is required, when that deposit is received by us. Until both steps are complete, either party is free to walk away without obligation.

6. Engagement Agreements

Larger readings are usually governed by a separate engagement agreement that supplements these terms. That agreement may address the scope of the reading, the individuals assigned, milestones, acceptance criteria, confidentiality obligations and any special protections a client requires. Where a signed engagement agreement and these terms differ, the signed agreement controls for the matters it covers. If any provision of these terms is found to be unenforceable, the remaining provisions continue in effect, and the unenforceable provision is replaced by one that most closely expresses its intent.

7. Client Responsibilities

A close reading depends on access and candor. You agree to provide the materials, credentials, environments and explanations that a reading reasonably requires, and to designate a knowledgeable contact who can answer questions as they arise. You agree to ensure that you have the right to share any material you give us and that doing so does not violate a third party right. You agree to inform us of any constraint that affects how material may be handled. Where you delay providing access, we may adjust the schedule and, if the delay is substantial, the fee, so that the reading can still be performed carefully.

8. Fees and Payment

Fees are stated in the applicable proposal or engagement agreement and are quoted in United States dollars unless otherwise specified. Unless a proposal says otherwise, fees are payable in part as a deposit before the reading begins and in part on delivery of the findings. Invoices are due within the period stated on the invoice, and amounts that remain unpaid past that period may accrue interest at the rate the law allows. You are responsible for any taxes that apply to the services, other than taxes on our income. Where a reading is expanded at your request beyond the agreed scope, the additional work is billed at the rate stated in the engagement agreement or, if none is stated, at our standard rate at the time.

9. Scheduling and Access

We schedule readings deliberately and in limited number, because a reading desk does not scale by adding readers. Dates offered in a proposal are good faith estimates and may shift if access is delayed, if the scope of the reading changes or if a circumstance outside our control intervenes. Either party may reschedule with reasonable notice. Where you cancel a scheduled reading after we have reserved time for it, we may retain the deposit to cover the reserved capacity, and we will tell you at the outset what cancellation terms apply so that there are no surprises.

10. Deliverables and Ownership

Deliverables such as annotated material, roadmaps, concordances and correction lists are prepared for your internal use. Upon full payment, you receive a perpetual, non-exclusive right to use the deliverables within your organization. We retain ownership of our underlying methods, templates and know how, and we may reuse general knowledge and technique in later engagements provided we do not disclose your confidential information. Unless you authorize it in writing, we do not publish the findings of an engagement. Your materials remain yours, and we claim no ownership of the systems, code or documents you provide to us.

11. Confidentiality

Each party may receive confidential information from the other. Confidential information includes source code, architecture documents, credentials, business plans, client lists and any material marked as confidential or that a reasonable person would understand to be confidential given the circumstances. Each party agrees to use confidential information only to perform the engagement, to protect it with reasonable care, and to disclose it only to those who need it and who are bound by confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, that was already known without a duty of confidence, that is received lawfully from a third party, or that the law requires to be disclosed, in which case the receiving party will give prompt notice where it is permitted to do so.

12. Intellectual Property of the Website

The content of our website, including text, layout, graphics and the design of the reading desk motif, is owned by ZAY.FVDEZ, INC. and is protected by applicable intellectual property law. You may view the website and print a copy of a page for your own reference, but you may not reproduce, distribute, modify or create derivative works from the content for a commercial purpose without our written permission. The name ZAY.FVDEZ, INC. and our wordmark may not be used in a way that suggests endorsement or affiliation without our consent. Any feedback you provide to us about the website or our services may be used by us without restriction or compensation.

13. Acceptable Use

You agree not to misuse our website. Misuse includes attempting to gain unauthorized access to our systems or the systems of our providers, interfering with the operation of the website, introducing malicious code, scraping the website at a volume that degrades service for others, or using the website to transmit unlawful, deceptive or harmful material. You agree not to use our services to request work that would require us to act unlawfully or to violate the rights of a third party. We may suspend or refuse access to any person who violates this section, and we may cooperate with authorities where the law requires it.

14. No Professional Advice Beyond Scope

Our readings describe how a system behaves and what risks it carries. They are not legal, accounting, financial or regulatory advice, and they do not replace the judgment of professionals in those fields. A finding that a system holds a particular risk does not mean that the risk is acceptable or unacceptable in your circumstances; that judgment is yours. We do not guarantee that a reading will discover every fault, and a clean annotation is not a certification of safety or compliance. You remain responsible for decisions you make about your system, including decisions to rely on or disregard our notes.

15. Warranties and Disclaimers

We perform our services with the care and skill of a careful professional practice, and we stand behind the quality of our work. Except for that commitment, our website and services are provided as they are, without additional warranties of any kind, whether express or implied. We specifically disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the website will operate without interruption or error, that defects will be corrected, or that the website is free of harmful components. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you, in which case our warranties are limited to the greatest extent the law permits.

16. Limitation of Liability

To the greatest extent the law permits, ZAY.FVDEZ, INC. will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising from or related to the website or the services, even if we have been advised of the possibility of such damages. Our total liability for all claims relating to an engagement will not exceed the total fees paid by you for that engagement during the twelve months preceding the event that gave rise to the claim. Nothing in these terms limits liability that cannot lawfully be limited, including liability for fraud or for willful misconduct. This section reflects an allocation of risk between the parties and applies regardless of the theory of liability asserted.

17. Indemnification

You agree to indemnify and hold harmless ZAY.FVDEZ, INC., its officers and personnel from claims, losses, liabilities and reasonable expenses that arise from your use of the website or services in violation of these terms, from material you provide that you did not have the right to share, or from your violation of the rights of a third party. We agree to indemnify and hold you harmless from claims that our original work product infringes the intellectual property rights of a third party, provided you notify us promptly, allow us to control the defense and cooperate reasonably. Where a claim of infringement arises, we may modify the affected deliverable, obtain a license, or refund the fee for the affected portion of the work.

18. Term and Termination

These terms apply while you use our website and for as long as an engagement continues. Either party may terminate an engagement for convenience with written notice, in which case you pay for work performed and expenses incurred through the effective date of termination. Either party may terminate immediately if the other commits a material breach that remains uncured after a reasonable opportunity to cure. Provisions that by their nature should survive termination, including confidentiality, ownership, disclaimers, limitation of liability and indemnification, continue in effect after the engagement ends.

19. Governing Law and Disputes

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law principles. The parties agree to attempt to resolve any dispute through good faith discussion before pursuing other remedies. If discussion does not resolve the matter, the dispute will be brought in a court of competent jurisdiction located in the State of Utah, and each party consents to the jurisdiction of that court. Nothing in this section prevents either party from seeking relief in another forum where the law permits it. Any claim arising from an engagement must be brought within the period allowed by applicable law.

20. Changes to These Terms

We may revise these terms from time to time. When we make a material change, we will update the effective date at the top of this page and, where appropriate, provide a more prominent notice. Changes apply to your use of the website after they take effect, and changes to an active engagement apply only where the engagement agreement allows or where you agree. If you do not accept a change, you should stop using the website, and you may terminate an engagement as described in the termination section. Continued use of the website after a change takes effect indicates that you accept the revised terms.

21. Contact Information

Questions about these terms should be directed to ZAY.FVDEZ, INC. at 2616 S Fernhill Ln, Magna - 84044-0918, United States (US). You may send email to info@zayfvdez.autos or telephone us at +16076660469 during business hours. We welcome the chance to clarify any provision before you rely on it, and we would rather answer a question than let an ambiguity stand. These terms form part of the public record of the Company and should be read together with our Privacy Policy, which describes how we handle personal information. Where a provision of these terms proves difficult to apply in a particular situation, we invite you to raise the matter with us early so that we can address it openly and preserve the careful, unhurried character of our practice.

22. Sunset and Review

These terms are reviewed on a steady cycle at the study desk of ZAY.FVDEZ, INC. in Magna, and each review may result in small clarifying revisions that keep the document faithful to how the practice actually works. When a revision is made, the updated text is published on this page and the change is described in plain language rather than buried in renumbered clauses. Continued use of the website after a revision means the revised text applies, and the previous version remains available on request by writing to info@zayfvdez.autos. We keep the review unhurried: provisions are read aloud at the desk, compared against the services we actually deliver, and adjusted where the wording has drifted from practice.

If a provision later proves unenforceable, the remainder of these terms continues in force, and the unenforceable part is replaced with a clause that comes closest to the original intention. The Company treats that replacement work with the same close attention given to a margin note on a well kept manuscript: precise, quiet, and documented.