Terms of Service

📋 Introduction

Welcome to ZR Nordic Group. These Terms of Service ("Terms") constitute a legally binding agreement between ZR Nordic Group ("Company," "we," "our," or "us") and you ("Client," "you," or "your") regarding your use of our services and website.

By engaging our services, accessing our website, or entering into any agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

📖 Definitions

• "Services" means all workforce solutions, consulting, staffing, project management, and related services provided by ZR Nordic Group.
• "Client" refers to any individual, company, or organization that engages our services or uses our website.
• "Personnel" means employees, contractors, or workers provided by ZR Nordic Group to perform services.
• "Agreement" includes these Terms plus any service-specific contracts, proposals, or statements of work.
• "Confidential Information" includes all non-public information shared between parties.
• "Intellectual Property" encompasses all copyrights, trademarks, patents, and proprietary information.
• "Force Majeure" means unforeseeable circumstances preventing contract fulfillment.
• "Applicable Laws" includes Saudi Arabian law, Danish law, and other relevant jurisdictions.

🛠️ Services Description

Our Core Services

• Construction & Infrastructure: Skilled trades, project management, safety coordination
• Industrial Manufacturing: Assembly line workers, quality control, machine operators
• Facilities Management: Maintenance, HVAC, electrical, and general support
• Hospitality & Events: Event setup, hospitality staff, catering support
• Technology Integration: IT support, system implementation, technical consulting
• Training Programs: Skills development, safety training, certification courses

Service Delivery Standards

• All personnel are directly employed (zero subcontractor chains)
• Compliance with Vision 2030 and NEOM requirements
• ESG reporting and transparent wage tracking
• IKTVA compliance for applicable projects
• 24/7 support availability for critical services

✅ Client Obligations

General Responsibilities

• Accurate Information: Provide complete and accurate project requirements, specifications, and other necessary information
• Timely Communication: Respond promptly to requests for information or approvals
• Safe Work Environment: Ensure work locations meet safety standards and regulations
• Access and Resources: Provide necessary access, tools, and resources for service delivery
• Compliance: Maintain all required licenses, permits, and regulatory compliance

Payment Obligations

• Pay all invoices according to agreed payment terms (typically net 30 days)
• Notify us immediately of any billing disputes
• Maintain adequate insurance coverage as specified in service agreements
• Cover additional costs arising from scope changes or client-requested modifications

Personnel Management

• Treat all ZR Nordic Group personnel with dignity and respect
• Report any workplace incidents or safety concerns immediately
• Comply with anti-discrimination and harassment policies
• Not attempt to directly hire ZR Nordic Group personnel without written consent

💡 Intellectual Property Rights

ZR Nordic Group IP

• All ZR Nordic Group trademarks, logos, and branding remain our exclusive property
• Our proprietary methodologies, processes, and systems are protected
• Training materials and documentation are licensed for project use only
• Software tools and platforms remain our property

Client IP

• Client retains ownership of pre-existing intellectual property
• We respect client confidentiality and proprietary information
• Any improvements to client systems become joint property (unless specified otherwise)
• Work products created specifically for client projects belong to the client

Joint Developments

• Innovations developed jointly will be co-owned unless agreed otherwise
• Both parties may use joint developments for their respective businesses
• Licensing terms for joint IP will be negotiated case-by-case

🔐 Confidentiality

Mutual Obligations

Both parties agree to:

• Protect confidential information with the same care used for their own confidential information
• Use confidential information solely for the purpose of providing/receiving services
• Limit access to confidential information on a need-to-know basis
• Return or destroy confidential information upon request or contract termination

Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed under legal compulsion

Duration

Confidentiality obligations survive contract termination and continue for five (5) years, or indefinitely for trade secrets.

💰 Pricing and Payment Terms

Pricing Structure

• Pricing based on service type, duration, and complexity
• Rates specified in individual service agreements
• Additional costs for scope changes require written approval
• Emergency or after-hours services may incur premium rates

Payment Terms

• Standard payment terms: Net 30 days from invoice date
• Late payments subject to 1.5% monthly service charge
• Disputed invoices must be raised within 15 days
• Continued services may be suspended for overdue payments

Expenses and Additional Costs

• Travel and accommodation costs billed at actual cost plus 10% handling
• Specialized equipment rental charged separately
• Regulatory compliance costs (permits, certifications) passed through
• All additional costs require client pre-approval

🛡️ Liability and Insurance

Our Insurance Coverage

• Professional liability insurance: Minimum $2M coverage
• General liability insurance: Minimum $5M coverage
• Workers' compensation: Full coverage for all personnel
• Cyber liability insurance for data protection

Limitation of Liability

• Our liability is limited to direct damages only
• No liability for indirect, consequential, or punitive damages
• Total liability capped at the value of services provided in the 12 months prior to the claim
• Client must mitigate damages where reasonably possible

Indemnification

• Each party indemnifies the other for their own negligent acts
• Client indemnifies us for workplace safety violations at client locations
• We indemnify client for our personnel's misconduct
• Both parties protected against third-party IP infringement claims

🔚 Termination

Termination for Convenience

• Either party may terminate with 30 days written notice
• Client pays for all services provided up to termination date
• Outstanding invoices remain due regardless of termination
• Confidentiality and IP provisions survive termination

Termination for Cause

Immediate termination allowed for:

• Material breach that remains uncured after 15 days written notice
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of applicable laws or regulations
• Breach of confidentiality or IP rights

Post-Termination

• Orderly transition of ongoing work within 30 days
• Return of all confidential information and property
• Final invoicing and payment within 45 days
• Non-compete restrictions (if applicable) remain in effect

⚖️ Dispute Resolution

Negotiation First

Parties agree to attempt resolution through good faith negotiation before pursuing formal proceedings. Senior executives from both parties will meet within 30 days of a dispute notice.

Mediation

If negotiation fails, disputes will be submitted to mediation under the rules of:

• Saudi Center for Commercial Arbitration (SCCA) for Saudi-based clients
• Danish Institute of Arbitration for European clients
• International Chamber of Commerce (ICC) for international clients

Arbitration

Unresolved disputes after mediation will be settled by binding arbitration:

• Single arbitrator for disputes under $500K
• Three arbitrators for larger disputes
• Arbitration conducted in English
• Location: Jeddah, Saudi Arabia (unless agreed otherwise)

Governing Law

• Contracts governed by Saudi Arabian commercial law
• Danish law applies for EU-based clients (where not conflicting)
• UN Convention on International Sale of Goods excluded
• Saudi courts have exclusive jurisdiction for enforcement

🌪️ Force Majeure

Covered Events

Neither party will be liable for delays or failures due to unforeseeable events beyond their reasonable control, including:

• Natural disasters, earthquakes, floods, or severe weather
• War, terrorism, civil unrest, or government actions
• Pandemic, epidemic, or public health emergencies
• Labor strikes, lockouts, or transportation disruptions
• Cyber attacks or major technology infrastructure failures
• Changes in laws or regulations preventing performance

Notification and Mitigation

• Immediate notification (within 48 hours) of force majeure event
• Documentation of impact and expected duration
• Reasonable efforts to mitigate effects and find alternatives
• Regular updates on situation and recovery efforts

Extended Force Majeure

If force majeure continues for more than 90 days, either party may terminate the affected services with 30 days notice.

🌐 Website Use Terms

Permitted Use

• Information gathering about our services
• Submitting inquiries and service requests
• Downloading publicly available resources
• Subscribing to newsletters and updates

Prohibited Activities

• Attempting to gain unauthorized access to our systems
• Uploading malicious software or harmful content
• Using automated tools to scrape or download content
• Interfering with website functionality or other users
• Violating any applicable laws or regulations

Content Accuracy

We strive for accuracy but cannot guarantee that all website content is current, complete, or error-free. Information should not be relied upon for critical business decisions without verification.

🔒 Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of personal information is governed by our Privacy Policy, which forms part of these Terms.

Key Privacy Principles

• We collect only necessary information for service delivery
• Data is processed lawfully and transparently
• We implement appropriate security measures
• You maintain control over your personal information

Cross-Border Data Transfers

As we operate between Saudi Arabia and Denmark, some data processing may occur across borders. We ensure all transfers comply with applicable data protection laws.

📝 Updates to These Terms

We may update these Terms periodically to reflect changes in our services, legal requirements, or business practices.

Notification Process

• Material changes will be communicated 30 days in advance
• Email notification to clients with service agreements
• Prominent notice on our website
• Updated "Last Updated" date at the top of this document

Acceptance of Changes

• Continued use of services constitutes acceptance of updated Terms
• Clients may terminate services if they disagree with material changes
• Existing contracts may require separate amendments for significant changes

📞 Contact Information

For questions about these Terms or to report violations, please contact us:

📄 Entire Agreement

These Terms, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between ZR Nordic Group and the client regarding the use of our services and website.

Precedence

• Service-specific contracts take precedence over these general Terms
• Written agreements supersede oral understandings
• Latest dated document controls in case of conflicts
• Privacy Policy governs all data protection matters

Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect. Invalid provisions will be replaced with valid provisions that most closely reflect the original intent.

Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by authorized representatives.

✅ Acknowledgment

By using our services or website, you acknowledge that you:

• Have read and understood these Terms in their entirety
• Agree to be legally bound by all provisions
• Have the authority to enter into this agreement
• Will comply with all applicable laws and regulations
• Understand the consequences of breach or violation