Terms of Service

1. Acceptance of Terms

By accessing this website, submitting an inquiry, or engaging Metazoa LLC for services, you confirm that you accept these Terms of Service and agree to be bound by them. If you are entering into these terms on behalf of an organization, you confirm that you have authority to bind that organization.

These terms apply to all visitors to the website and to all clients, whether the engagement is short or long. Your acceptance takes effect on your first use of the website or your first contact with our team, whichever occurs first.

If any part of these terms is found to be unenforceable, the remaining parts will continue in full force. Our failure to enforce a provision on one occasion does not waive our right to enforce it later.

2. Definitions

In these terms, the word Company refers to Metazoa LLC, its personnel and its professional advisers acting on its behalf. The word Client refers to any person or organization that engages the Company for services. The word Website refers to the site operated by the Company at its published address.

The word Services refers to the computer integrated systems design work the Company provides, including data classification systems, platform integration engineering, taxonomy modeling services, pipeline automation, research data curation and access governance reviews.

The word Deliverables refers to the documents, schemas, pipelines, models, reports and other materials the Company produces for a Client under an engagement. The word Content refers to text, images, layout and code on the Website.

3. Eligibility and Authority

The Website and Services are intended for use by professionals and organizations. By using them, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a binding agreement.

If you are using the Website or Services on behalf of an organization, you confirm that you are authorized to act for that organization and to accept these terms on its behalf. You agree to indemnify the Company against any claim arising from a lack of such authority.

The Company may decline to provide services to any person or organization for any lawful reason, including where an engagement would create a conflict of interest or where the Company lacks the capacity to perform the work to an appropriate standard.

4. Permitted Use of the Website

You may view, read and use the Website for lawful purposes related to evaluating or engaging the Company. You may not use the Website in any way that is unlawful, fraudulent, harmful or disruptive to the Company or to other users.

You may not attempt to gain unauthorized access to any part of the Website, to the systems that host it, or to any data held by the Company. You may not probe, scan or test the vulnerability of the Website without written permission.

You may not use automated tools to scrape, harvest or extract content or contact details from the Website at a volume that places a burden on our infrastructure or that collects personal information for unsolicited purposes.

You may not copy, reproduce, republish or distribute the Content of the Website except as permitted by these terms or by applicable law. You may share links to the Website freely and may quote short passages with clear attribution.

5. Description of Services

The Company provides computer integrated systems design services for research and enterprise teams. The Services are described on the services page of the Website and may be refined in a written proposal or engagement contract.

Data classification systems work establishes classes, rules and handling expectations so that records can be placed and traced with confidence. Platform integration engineering connects separate systems so that data moves reliably and failures are visible.

Taxonomy modeling services build controlled vocabularies and relation models that reflect how a client genuinely describes its work. Pipeline automation designs, builds and documents scheduled data flows with validation and logging at each stage.

Research data curation turns fragmented datasets into governed collections with provenance and descriptive metadata. Access governance reviews examine who can reach which data and recommend a permission model that matches real responsibilities.

The exact scope, schedule and deliverables of any engagement are set out in the contract between the Company and the Client. These terms do not by themselves obligate the Company to perform any specific piece of work.

6. Engagements and Proposals

An engagement begins when the Company and the Client sign a written proposal or contract that describes the work, the deliverables, the schedule and the fees. A verbal discussion or an exchange of emails does not create an engagement unless the parties clearly agree otherwise in writing.

Proposals from the Company remain valid for the period stated in the proposal. If no period is stated, the proposal is valid for thirty days from the date it is issued.

Where the parties agree to change the scope of an engagement, the change will be documented in writing and may adjust the fees, the schedule or both. The Company will not begin additional work outside the agreed scope without a written change.

7. Fees and Payment

Fees for the Services are set out in the applicable proposal or contract. Unless otherwise agreed, fees are stated in United States dollars and are exclusive of any taxes that may apply.

Invoices are payable within the period stated on the invoice, or, where no period is stated, within thirty days of the invoice date. The Company may require a deposit before beginning work on a new engagement.

Where an invoice remains unpaid beyond its due date, the Company may suspend work and may charge interest on the overdue amount at a rate permitted by law. The Company will give notice before suspending work.

The Client is responsible for any bank charges, currency conversion costs or transfer fees associated with payment. Amounts paid are non-refundable except as required by law or as expressly stated in the contract.

8. Client Responsibilities

The Client agrees to provide timely access to the information, systems and personnel that the Company reasonably needs to perform the Services. Delays in providing these resources may affect the schedule and may result in additional fees.

The Client confirms that it has the right to share with the Company any data it provides, and that doing so does not violate any law or third party right. The Client is responsible for obtaining any consents required for the Company to process the data.

The Client agrees to designate a point of contact who can make decisions about the engagement and who can coordinate the Client personnel involved in the work.

The Client is responsible for the accuracy and completeness of the information it provides. The Company relies on that information when producing the Deliverables and is not responsible for errors that result from inaccurate input.

9. Intellectual Property

The Website and its Content, including text, layout, graphics and code, are owned by the Company or its licensors and are protected by intellectual property law. These terms do not transfer any ownership of the Website or its Content to you.

The Company retains ownership of its pre-existing materials, including methods, templates, frameworks and know how that it has developed independently of any particular engagement. These materials remain the property of the Company even when they are used in the course of providing Services.

The Client retains ownership of its own data, systems and pre-existing materials. Nothing in these terms transfers ownership of the Client property to the Company.

Where the Company uses its pre-existing materials in a Deliverable, it grants the Client a license to use those materials as part of the Deliverable, on the terms set out in the engagement contract.

10. Deliverables and Ownership

Unless the engagement contract provides otherwise, the Client owns the Deliverables that the Company produces specifically for the Client and for which the Client has paid in full.

Upon final payment, the Company assigns to the Client its rights in the bespoke portions of the Deliverables. The Company retains its rights in pre-existing materials and grants the Client the license described in the preceding section.

The Company may retain a copy of the Deliverables for its records and may use general knowledge and experience gained during the engagement in future work, provided that it does not disclose the Client confidential information.

Where a Deliverable incorporates third party components, the Client use of those components is subject to the terms imposed by the third party licensor. The Company will identify such components where it reasonably can.

11. Confidentiality

Each party may receive information that the other treats as confidential. Each party agrees to use such information only for the purposes of the engagement and to protect it with at least the same care it applies to its own confidential information.

Confidential information does not include information that is publicly available through no fault of the receiving party, that the receiving party already held without a duty of confidence, or that is independently developed without use of the confidential information.

A party may disclose confidential information where required by law or by a competent authority, provided that it gives the other party prompt notice where lawful and cooperates in any effort to limit the disclosure.

The confidentiality obligations in this section survive the end of the engagement for the period stated in the contract, or, where no period is stated, for a reasonable period consistent with the sensitivity of the information.

12. Third Party Materials and Links

The Website may contain links to third party websites and may reference third party tools or services. These links and references are provided for convenience and do not imply endorsement by the Company.

The Company does not control third party websites and is not responsible for their content, availability or privacy practices. Your use of a third party website is governed by that website terms and policies.

Where a Deliverable relies on a third party tool or service, the Client is responsible for complying with the terms of that third party. The Company is not responsible for changes a third party makes to its tool or service that affect a Deliverable.

13. Disclaimer of Warranties

The Website is provided on an as available basis. The Company does not warrant that the Website will be uninterrupted, error free or free of harmful components, or that any defect will be corrected.

The Company performs the Services with reasonable skill and care and in accordance with applicable professional standards. Except as expressly stated in a contract, the Company makes no other warranty, whether express or implied, regarding the Services or the Deliverables.

The Company does not warrant that any Deliverable will achieve a particular business outcome. Data work depends on factors outside the Company control, including the quality of source data and the cooperation of the Client.

14. Limitation of Liability

To the fullest extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising out of or related to the Website or the Services.

The total liability of the Company arising out of or related to an engagement is limited to the fees paid by the Client for the Services giving rise to the claim, except where a higher limit is stated in the engagement contract.

Where the Client is a consumer and applicable law prohibits a limitation of liability for certain types of loss, the limitation does not apply to that loss. Nothing in these terms excludes liability that cannot lawfully be excluded.

The limitations in this section apply regardless of the legal theory on which a claim is based, whether in contract, tort, strict liability or otherwise, and survive a failure of essential purpose.

15. Indemnification

The Client agrees to indemnify and hold harmless the Company against any claim, loss, liability or expense arising from the Client data, the Client use of the Deliverables in a manner not contemplated by the engagement, or the Client breach of these terms.

The Company agrees to indemnify and hold harmless the Client against any claim that the Company pre-existing materials, when used as permitted under the engagement, infringe the intellectual property rights of a third party.

A party seeking indemnification must give the other party prompt notice of the claim and reasonable cooperation in the defense. The indemnifying party may control the defense, provided that it does not settle the claim in a way that imposes obligations on the other party without consent.

16. Termination and Suspension

Either party may terminate an engagement in accordance with the notice provisions in the engagement contract. Where the contract is silent, either party may terminate on thirty days written notice.

The Company may suspend or terminate access to the Website or Services immediately where it reasonably believes that continued provision would violate law, infringe a third party right, or expose the Company or others to harm.

On termination, the Client remains liable for fees for work performed and commitments made up to the effective date of termination. The Company will deliver work in progress as the contract provides.

The provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, continue to apply after the engagement ends.

17. Governing Law and Disputes

These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law principles. The parties submit to the jurisdiction of the courts located in Utah for the resolution of disputes.

Before beginning formal proceedings, the parties agree to attempt to resolve any dispute through good faith discussion between senior representatives. This step is not required where a party needs urgent relief to protect its rights.

If discussion does not resolve the dispute, the parties may agree to mediation or to another process before resorting to litigation. Any award or judgment may be enforced in any court of competent jurisdiction.

18. Changes to These Terms

The Company may update these terms from time to time to reflect changes in the Services, the Website or the law. When it does, it will revise the effective date at the top of this page.

Material changes will be communicated by posting a notice on the Website or by contacting affected clients directly where appropriate. Your continued use of the Website after a change takes effect indicates acceptance of the revised terms.

Changes do not apply retroactively to an engagement already in progress unless the parties agree in writing. The terms in effect when an engagement begins continue to govern that engagement.

19. Contact Information

Questions about these terms, or notices to the Company, should be addressed to Metazoa LLC using the details below. Notices are effective when received during the Company business hours.

Please include your name, your organization where relevant, and a clear description of the matter so that we can route your message to the appropriate person and respond without delay.