These Terms of Service ("Terms") govern your relationship with Zerus Technology LLC ("we," "us," "our," or "the Company") when you engage us for custom programming, robotics, systems integration, IT consulting, facilities management, or disaster recovery services, request a consultation, use our website, or otherwise interact with us. By contacting us, requesting a consultation, signing an engagement letter, or using our website, you accept these Terms in full.
If you do not accept these Terms, you should not contact us to engage services or use our website. If you are acting on behalf of a company, you represent and warrant that you have the authority to bind that entity to these Terms.
These Terms apply in addition to any engagement letter, services agreement, or master services agreement that we execute with you for a specific engagement. Where a specific agreement conflicts with these Terms, the specific agreement controls for that engagement.
In these Terms, the following terms have the following meanings:
Zerus Technology LLC provides custom computer programming and systems integration services. Our services include:
We are a custom services company — not a packaged software vendor, not a generic IT shop. We build to specification, we integrate with existing systems, and we support what we build. We do not take over the client's complete IT operation unless the engagement letter explicitly states otherwise.
Each Engagement is defined by an Engagement Letter that specifies the Services we will perform, the term, the fees, the deliverables, and any limitations. We will not perform Services outside the scope of the Engagement Letter without the Client's written agreement.
If the Client requires Services beyond the scope of the Engagement Letter, the parties will negotiate an amendment or a new Engagement Letter before those Services are performed. Work outside the scope may be billed at our then-current rates.
To enable us to perform the Services, the Client agrees to:
If the Client fails to provide information, access, or decisions necessary for us to perform the Services, we may suspend performance, extend deadlines, or adjust fees to reflect the additional cost — without liability for delays or consequences caused by the Client's failure.
For Engagements that involve custom software development, the following additional terms apply:
For Engagements that involve robotics programming, machine vision, or automation software, the following additional terms apply:
For Engagements that involve systems integration design — including CAD, CAE, CAM, LAN, network, office automation, and information management — the following additional terms apply:
For Engagements that involve facilities management, disaster recovery, or software installation, the following additional terms apply:
Fees are stated in the Engagement Letter and may be structured as a fixed project fee, a monthly retainer, an hourly rate, or a combination. Unless the Engagement Letter states otherwise:
Expenses incurred on behalf of the Client — such as travel, third-party tools, or cloud resources — are billed at cost plus an administrative fee where the Engagement Letter so provides.
All content on our website — including text, graphics, logos, and design — is the property of Zerus Technology LLC or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our written permission.
Deliverables created for a Client during an Engagement — such as custom source code, robot programs, integration designs, or documentation — are delivered to the Client for the Client's internal use, unless the Engagement Letter states otherwise. The Client owns the custom Deliverables; we retain the right to use generic methodologies, templates, and tools developed in the course of the Engagement, without disclosing the Client's confidential information.
Third-party libraries, frameworks, and tools used in the Deliverables remain the property of their respective licensors. The Client's use of those components is subject to their license terms.
Each party agrees to keep confidential the terms of the Engagement, the Client's business and system information, source code, and any data handled during the engagement. This obligation survives the end of the Engagement and the termination of any agreement.
Information that is already public, independently developed, or rightfully received from a third party without breach of confidentiality is not subject to this obligation.
We warrant that we will perform the Services with reasonable skill and care, in accordance with the scope of the Engagement Letter. To the extent a Deliverable fails to conform to the specifications in the Engagement Letter, the Client's remedy is to request correction of the non-conforming Deliverable.
Except as expressly stated in the Engagement Letter or in these Terms, we disclaim all other warranties — express, implied, or statutory — including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant specific business outcomes, revenue results, or uninterrupted system operation, as those depend on factors outside our control.
We do not provide legal, accounting, or regulatory compliance advice. Where a Client requires such advice, the Client should engage a licensed professional in the relevant field. We do not warrant that custom software or integrated systems will meet regulatory requirements specific to the Client's industry; the Client is responsible for validating regulatory compliance.
To the maximum extent permitted by law, our total liability under any Engagement or under these Terms is limited to the fees paid by the Client for the Services that are the subject of the claim during the three months preceding the event giving rise to the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, lost production, or regulatory penalties incurred by the Client, except where such exclusion is not permitted by applicable law.
This limitation applies even if we have been advised of the possibility of such damages. It does not apply to liability that cannot be limited by law — such as liability for fraud, willful misconduct, or breaches of data protection law where such liability is non-waivable.
The Client agrees to indemnify and hold harmless Zerus Technology LLC from claims arising out of the Client's own business decisions, the Client's operation of the systems we built or integrated, the Client's failure to provide accurate information or access, or the Client's failure to comply with applicable laws — except to the extent a claim arises from our breach of these Terms or the Engagement Letter.
We agree to indemnify and hold harmless the Client from claims arising out of our own breach of these Terms, our own willful misconduct, or our own infringement of third-party intellectual property in the Deliverables — except to the extent a claim arises from the Client's own operations or decisions.
Neither party is liable for failure to perform under an Engagement where the failure is caused by an event beyond the party's reasonable control, including:
The affected party must give prompt notice and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the affected Engagement without liability, with payment for Services performed up to the date of termination.
An Engagement begins on the date stated in the Engagement Letter and continues for the term stated. Either party may terminate an Engagement for material breach by the other party, with written notice and a reasonable opportunity to cure. Either party may terminate for convenience on the notice period stated in the Engagement Letter, or 30 days if none is stated.
On termination, the Client pays for Services performed up to the date of termination. We return or destroy Client information as required by the Engagement Letter. Provisions that by their nature survive — including confidentiality, indemnification, dispute resolution, and limitation of liability — remain in effect after termination.
These Terms and any Engagement are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. The parties submit to the jurisdiction of the courts of Wyoming for any dispute that is not resolved by agreement or arbitration.
Before litigation, the parties agree to attempt good-faith resolution through negotiation between senior representatives. If the dispute is not resolved within 30 days, either party may initiate arbitration under the rules of a mutually agreed arbitration body, or file suit in a court of competent jurisdiction in Wyoming.
Our website may reference or link to third-party websites, technology vendors, or documentation resources. We are not responsible for the content, accuracy, or availability of those third-party resources, and we make no warranty regarding them.
Where we handle personal data on behalf of a Client, the parties will execute a data processing agreement before we begin handling such data. The data processing agreement governs our handling of personal data in addition to these Terms and the Engagement Letter. Where the three conflict regarding personal data, the data processing agreement controls.
These Terms, together with the Engagement Letter and any data processing agreement for a specific Engagement, constitute the entire agreement between the parties regarding that Engagement and supersede all prior discussions, proposals, and communications. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.
We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" at the top of these Terms and, where appropriate, provide notice to active Clients. The version of these Terms in effect at the start of an Engagement governs that Engagement, unless the Engagement Letter states otherwise.
If you have questions about these Terms, about an Engagement, or about any other aspect of our business, please contact us: