Terms of Service

These Terms govern the relationship between Ozi Agency and the people and companies who visit our website or hire us to build something. We've tried to write them the way we work: in plain language, with nothing hidden.

01. The parties

"Ozi Agency" ("Ozi", "we") is an efficiency company based in Aruba. "You" means the individual or organization accessing our website or entering into a service agreement with us. These Terms form a binding agreement between Ozi and you.

02. What this covers

These Terms apply to two different things, in order of weight:

• Use of our website — the marketing site at oziagency.com. Anyone visiting the site agrees to the parts of these Terms that govern public access.
• Service engagements — when you hire Ozi to design, build, deploy, or operate something for you, these Terms apply in conjunction with the specific proposal, statement of work (SOW), or master services agreement (MSA) we sign with you. Where the SOW or MSA contradicts these Terms, the SOW or MSA controls.

03. Using the website

You may use the website for any lawful, non-abusive purpose. You may not:

• Reproduce, copy, scrape, or republish the content of this site without our written permission, except for normal browsing and limited personal use.
• Attempt to break into, overload, or otherwise interfere with our infrastructure.
• Use the site to misrepresent your relationship with Ozi.

The content of the site — including text, images, logos, and the arrangement of the pages — is owned by Ozi or licensed to us, and is protected under applicable copyright and trademark law.

04. Engagements and deliverables

Scope of work

Every engagement is defined by a written proposal or SOW that describes what we'll build, the timeline, the price, and the agreed milestones. We don't take on work without one. Changes to scope are handled through a written change order with revised pricing and timing.

Payment

Pricing, currency, and payment terms are specified in the proposal or SOW. Unless otherwise agreed, our standard terms are:

• Net 14 days from invoice date.
• 50% deposit due before work begins, balance due on delivery or per agreed milestones.
• Late payments accrue interest at the rate permitted by applicable law.

Acceptance and revisions

Deliverables are considered accepted when you either (a) confirm acceptance in writing, (b) put the deliverable into production use, or (c) fail to raise specific objections within ten business days of delivery. Each engagement includes a defined number of revision rounds; additional rounds are billable.

Intellectual property

Unless we agree otherwise in writing, this is how ownership of work product breaks down:

• You own the final deliverables we build for you under an engagement, once they have been paid for in full.
• We retain all rights in our pre-existing tools, frameworks, prompts, workflow patterns, libraries, and general know-how — including improvements to them developed during the engagement. We grant you a perpetual, non-exclusive license to use these in connection with your deliverables.
• Third-party components (open-source libraries, model APIs, etc.) remain governed by their own licenses.

Confidentiality

We treat your confidential information as confidential, and you do the same with ours. This applies indefinitely to genuine trade secrets and for three years to other confidential information, unless a separate NDA says otherwise.

Portfolio and references

Unless you tell us in writing not to, we may reference our work for you (your name, logo, a high-level description of what we built) in our portfolio, on our website, and in conversations with prospective clients. We will not disclose specifics of your operation, pricing, or proprietary data.

05. Use of the Services we deploy

When we build an application, agent, or workflow for you (a "Service"), we grant you a non-exclusive, non-transferable license to use it for your own internal business operations, subject to these Terms and the specific scope agreed in your SOW.

You agree not to:

• Resell, sublicense, or distribute the Service to third parties without our written consent.
• Reverse-engineer the Service except to the extent that applicable law permits.
• Use the Service to violate applicable law, including data protection law.
• Misuse third-party APIs or integrations connected to the Service in violation of their terms.

You are responsible for the accounts, credentials, and access controls on your side, and for the actions taken through your authorized users.

06. AI outputs — what to expect

Our Services use large-language models and other AI techniques to generate content, suggestions, or actions. AI outputs are probabilistic. They can be wrong, incomplete, or out of date. You agree that:

• You will review AI-generated outputs before relying on them for decisions that have material consequences (financial, legal, medical, safety).
• Ozi is not liable for actions taken on the basis of AI-generated outputs without reasonable human review.
• Where a Service interacts with third-party APIs (e.g. Google, payment processors), correctness also depends on the third party. We do our best to design defensively, but we cannot guarantee third-party uptime or accuracy.

07. Warranty and disclaimers

Any warranty or support commitment for an engagement is agreed with each client and written in their proposal or SOW. That document is the only place where it is defined.

08. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, business, or data, arising out of or in connection with these Terms or any engagement, even if advised of the possibility of such damages.

Ozi's total aggregate liability for all claims arising under or in connection with these Terms or any engagement will not exceed the total fees paid by you to Ozi under the relevant engagement during the twelve months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits any liability that cannot be limited under applicable law (such as for gross negligence, willful misconduct, or fraud).

09. Indemnification

Each party agrees to indemnify the other against third-party claims arising from (a) its own breach of these Terms, (b) its own violation of law, or (c) the unlawful, infringing, or negligent acts of its own personnel. Procedures for indemnification (notice, control of defence, cooperation) are set out in the relevant SOW or otherwise as agreed between the parties in writing.

10. Termination

Either party may terminate an engagement:

• For convenience — with thirty days' written notice. You will pay for all work performed and reasonable costs incurred up to the effective termination date.
• For cause — if the other party materially breaches these Terms or the SOW and fails to cure the breach within thirty days of written notice.
• Immediately — in the event of insolvency, bankruptcy, or assignment for the benefit of creditors of the other party.

On termination, we will hand over completed work product that has been paid for, return or delete confidential information on request (subject to any legal retention requirements), and disable access to any Service hosted by Ozi.

11. Force majeure

Neither party is liable for delays or failures caused by events outside its reasonable control — including natural disasters, internet outages, acts of government, labour disputes, or large-scale third-party provider failures — provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

12. Governing law and disputes

These Terms are governed by the laws of Aruba, without regard to conflict-of-laws principles. The parties will first attempt to resolve any dispute in good faith through direct discussion. If a dispute cannot be resolved within thirty days of written notice, it will be submitted to the competent courts of Aruba, unless the parties agree in writing to arbitration.

13. General

• Entire agreement — these Terms, together with any signed proposal, SOW, or MSA, constitute the entire agreement between the parties on their subject matter.
• Order of precedence — in case of conflict: (1) signed SOW or MSA, (2) these Terms, (3) Privacy Policy.
• Severability — if any provision is found unenforceable, the rest remains in effect.
• No waiver — failure to enforce a right is not a waiver of that right.
• Assignment — neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Notices — formal notices must be in writing and sent to the email addresses or postal addresses specified in the SOW.
• Independent contractors — Ozi is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

14. Changes to these Terms

We may update these Terms from time to time. The effective date at the top of this page will reflect the most recent revision. Material changes affecting active engagements will be communicated directly. For website visitors, continued use of the site after a change constitutes acceptance of the revised Terms.

15. Contact

Questions about these Terms can be sent to dennis@oziagency.com.