Terms of Service

1. Acceptance of Terms

By accessing or using the website and services of Zaurah ("Company", "we", "our", or "us"), you ("Client", "you", or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree with any part of these Terms, you must discontinue use of our website and services immediately. These Terms constitute a legally binding agreement between you and Zaurah.

2. Description of Services

Zaurah is a professional water engineering consultancy providing the following services, among others:

• Hydraulic and hydrological modeling (HEC-RAS, HEC-HMS, EPANET, WaterGEMS)
• Flood risk assessment and floodplain management
• Water resource management and planning
• Irrigation system design and optimization
• Dam and hydraulic structure engineering
• Stormwater management and urban drainage design
• Environmental impact assessment for water projects
• GIS-based surveying, mapping, and spatial analysis
• Climate resilience and adaptation planning
• Water infrastructure feasibility studies and due diligence

Specific services, deliverables, timelines, and fees shall be defined in individual project proposals, contracts, or statements of work ("Service Agreements") entered into between Zaurah and the Client.

3. Professional Standards and Qualifications

All engineering services are performed by qualified professionals in accordance with applicable engineering codes of practice, industry standards, and regulatory requirements. Our work adheres to recognized international standards including, but not limited to, those established by the International Commission on Irrigation and Drainage (ICID), the International Hydropower Association (IHA), and relevant national engineering bodies.

Notwithstanding the foregoing, our services constitute professional opinions and recommendations based on the data, site conditions, and information available to us at the time of assessment. Engineering outcomes are subject to inherent uncertainties in natural systems.

4. Intellectual Property

4.1 Company Materials

All content on our website, including but not limited to text, graphics, logos, images, software, methodologies, proprietary tools, templates, and analytical frameworks, is the intellectual property of Zaurah and is protected by applicable copyright, trademark, and intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any of our materials without prior written consent.

4.2 Project Deliverables

Unless otherwise specified in a Service Agreement, intellectual property rights in project deliverables shall be governed as follows:

• Upon full payment, the Client receives a non-exclusive, perpetual license to use project deliverables for the intended purpose specified in the Service Agreement.
• Zaurah retains ownership of all proprietary methodologies, tools, templates, and general know-how developed or utilized during the engagement.
• Zaurah reserves the right to use anonymized and aggregated project data for research, benchmarking, and professional development purposes.

4.3 Client Materials

The Client retains ownership of all pre-existing materials, data, and documentation provided to Zaurah for the purposes of the engagement. The Client grants Zaurah a limited license to use such materials solely for the performance of the contracted services.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the course of an engagement ("Confidential Information"). This obligation includes, but is not limited to:

• Project specifications, designs, technical data, and engineering reports.
• Financial information, pricing structures, and business strategies.
• Proprietary software, algorithms, and analytical methodologies.
• Client operational data, site information, and security details.

Confidentiality obligations shall survive the termination of any Service Agreement for a period of five (5) years, except where a longer period is required by law or agreed upon in writing.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or regulatory authority.

6. Client Obligations

To enable effective delivery of our services, the Client agrees to:

• Provide accurate, complete, and timely information, data, and documentation as reasonably requested.
• Grant necessary site access, permits, and authorizations required for field investigations and assessments.
• Designate a qualified point of contact with authority to make decisions and provide approvals on behalf of the Client.
• Review and respond to deliverables, queries, and approval requests within the timeframes specified in the Service Agreement.
• Make payments in accordance with the agreed-upon payment schedule.
• Comply with all applicable laws, regulations, and permits related to the project.

Delays or additional costs arising from the Client's failure to fulfill these obligations may result in adjusted timelines and additional fees.

7. Fees and Payment

Fees for services shall be as specified in the applicable Service Agreement. Unless otherwise agreed:

• Invoices are payable within thirty (30) days of the invoice date.
• Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Zaurah reserves the right to suspend services if payments are overdue by more than thirty (30) days, with written notice.
• All fees are exclusive of applicable taxes, which shall be borne by the Client.
• Travel expenses, third-party costs, and disbursements shall be invoiced at cost unless a fixed fee has been agreed.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Zaurah's total aggregate liability arising out of or in connection with any Service Agreement shall not exceed the total fees paid by the Client under that specific Service Agreement in the twelve (12) months preceding the claim.
• In no event shall Zaurah be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill, regardless of the theory of liability.
• Zaurah shall not be liable for damages arising from the Client's use of deliverables for purposes other than those specified in the Service Agreement, or from modifications made to deliverables without Zaurah's written approval.

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited under applicable law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Zaurah and its officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's breach of these Terms or any Service Agreement.
• The Client's use of deliverables in a manner inconsistent with the Service Agreement or applicable professional guidance.
• Third-party claims arising from the Client's project activities, except to the extent caused by Zaurah's negligence.
• Inaccurate or incomplete information provided by the Client that materially affects the quality or accuracy of our deliverables.

10. Warranties and Disclaimers

Zaurah warrants that services will be performed with reasonable skill and care consistent with generally accepted professional standards in the water engineering industry.

Except as expressly stated herein:

• All services and deliverables are provided "as is" without warranties of any kind, whether express or implied.
• We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Our website is provided for informational purposes only and does not constitute professional engineering advice. Content may contain typographical errors or technical inaccuracies.
• We do not warrant that the website will be available at all times or free from errors, viruses, or other harmful components.

11. Governing Law

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable Service Agreement. In the absence of such specification, the laws of the United Arab Emirates shall apply.

Each party irrevocably submits to the exclusive jurisdiction of the courts of the governing jurisdiction for the resolution of any disputes arising under or in connection with these Terms.

12. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any Service Agreement, the parties agree to the following resolution process:

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation between senior representatives within thirty (30) days of written notice.
• Mediation: If negotiation is unsuccessful, the dispute shall be submitted to mediation administered by a mutually agreed mediator. The costs of mediation shall be shared equally.
• Arbitration: If mediation fails to resolve the dispute within sixty (60) days, either party may submit the dispute to binding arbitration under the rules of the International Chamber of Commerce (ICC). The arbitration shall be conducted in English, and the award shall be final and enforceable in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to:

• Natural disasters, floods, earthquakes, or severe weather events.
• Armed conflict, terrorism, civil unrest, or government sanctions.
• Epidemics, pandemics, or public health emergencies.
• Government actions, embargoes, or regulatory changes.
• Critical infrastructure failures, including power outages and telecommunications disruptions.
• Labor disputes or strikes affecting third-party service providers.

The affected party shall promptly notify the other party in writing and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Service Agreement without liability.

14. Termination

14.1 Termination for Convenience

Either party may terminate a Service Agreement by providing thirty (30) days' written notice. The Client shall pay for all services performed and expenses incurred up to the effective date of termination.

14.2 Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if the other party:

• Commits a material breach that remains uncured for fifteen (15) days after written notice.
• Becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets.
• Engages in conduct that brings the other party into disrepute or violates applicable law.

14.3 Effects of Termination

Upon termination: (a) Zaurah shall deliver all completed and in-progress deliverables to the Client, subject to payment; (b) each party shall return or destroy Confidential Information of the other party; (c) provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

15. Amendments

Zaurah reserves the right to modify these Terms at any time. Material changes will be communicated through a notice on our website at least thirty (30) days before they take effect. Your continued use of our website or services after such changes constitutes acceptance of the revised Terms.

Amendments to individual Service Agreements must be agreed upon in writing by authorized representatives of both parties.

16. General Provisions

• Entire Agreement: These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.
• Notices: All formal notices shall be in writing and delivered to the addresses specified in the applicable Service Agreement, or to the registered office of the recipient party.
• Independent Contractors: The relationship between Zaurah and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17. Contact Information

For questions about these Terms of Service, please contact us: