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.

2.2 Platform Services (SaaS)

Zaurah provides a cloud-based enterprise platform ("Platform") accessible at zaurah.com and associated subdomains. The Platform offers project management, human resources, finance, education, collaboration, and other business management tools on a subscription basis. Platform access is governed by these Terms and the subscription plan selected by the subscribing organization.

2.3 Water Negotiation Simulation Center

Zaurah offers professional training simulations for water governance and transboundary negotiation ("Simulations"). Access to Simulations is provided through access codes ("Vouchers") purchased individually, in bulk, or as part of institutional cohort packages. Simulation-specific terms are detailed in Section 7A below.

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

7.1 Consultancy Services

Fees for consultancy 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.

7.2 Platform Subscriptions

Access to the Zaurah Platform is provided under a subscription model. The following terms apply:

• Free Trial: New organizations receive a fourteen (14) day free trial with full access to all features. No payment is required during the trial period. The trial automatically expires at the end of the trial period unless a paid subscription is activated.
• Billing Cycles: Subscriptions are available on monthly or annual billing cycles. Annual billing provides a discount as indicated on the pricing page.
• Payment Methods: We accept credit/debit cards (via Stripe), iDEAL, and bank transfers. Institutional clients may request invoicing or purchase order arrangements by contacting sales@zaurah.com.
• Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled by the organization owner or administrator before the renewal date.
• Plan Changes: Organizations may upgrade or downgrade their plan at any time. Upgrades take effect immediately with prorated billing. Downgrades take effect at the next billing cycle.
• Cancellation: Organizations may cancel their subscription at any time through the Platform settings. Upon cancellation, access continues until the end of the current billing period, after which the data retention policy (Section 14.4) applies.
• Price Changes: Zaurah reserves the right to adjust subscription pricing with thirty (30) days' written notice. Existing subscriptions are honored at the current rate until the end of the active billing period.

7.3 Grace Period

If a subscription payment fails or is not received by the due date, a grace period of seven (7) days applies. During the grace period, Platform access remains available. If payment is not received within the grace period, the subscription is marked as cancelled and the data retention period begins.

7A. Simulation Voucher Purchases

7A.1 Voucher Types and Pricing

Simulation access vouchers are one-time purchases. Pricing is displayed on the voucher purchase page at the time of purchase. Each voucher grants access as specified by its tier (Premium, Enterprise, All-Access, or Enterprise Plus Cohort).

7A.2 Delivery

Upon successful purchase, access codes are delivered exclusively via email to the email address provided during purchase. Access codes are not displayed on screen for security reasons. It is the buyer's responsibility to provide a valid and accessible email address.

7A.3 Validity

All vouchers are valid for thirty-one (31) calendar days from the date of purchase. Unused vouchers expire automatically at the end of this period. Expired vouchers cannot be renewed, extended, or refunded.

7A.4 Payment Processing

• Card and iDEAL payments are processed securely through Stripe. Access codes are activated immediately upon successful payment confirmation.
• Bank transfer payments: Access codes are generated with a pending status. Codes are activated upon manual confirmation of payment receipt by Zaurah. Bank transfer details are provided in the confirmation email.

7A.5 Cohort (Enterprise Plus) Purchases

Enterprise Plus cohort purchases include a dedicated coach dashboard for monitoring student progress, scores, and session analytics. The coach dashboard link is included in the purchase confirmation email. Cohort purchases are non-transferable to a different simulation case after purchase.

7A.6 Refund Policy

• Vouchers that have not been redeemed (used to access a simulation) may be refunded within fourteen (14) days of purchase by contacting sales@zaurah.com.
• Partially or fully redeemed vouchers are not eligible for refund.
• Expired vouchers are not eligible for refund.
• Refunds for bank transfer payments will be returned to the originating bank account within ten (10) business days.
• Refunds for card/iDEAL payments will be processed to the original payment method within five (5) business days.

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.

14.4 Data Retention and Deletion

Upon cancellation or expiration of a platform subscription, Zaurah will retain the organization's data for a period of thirty (30) calendar days. During this retention period:

• The organization's data remains intact but access to platform features is restricted.
• Owner and administrator accounts may access the subscription management page to reactivate at any time.
• Warning notifications will be sent to the organization's administrators at 14, 7, 3, and 1 day(s) before the scheduled deletion date.

After the 30-day retention period, all organization data — including but not limited to projects, tasks, documents, employee records, invoices, messages, and uploaded files — will be permanently and irreversibly deleted. Zaurah shall not be liable for any data lost after the retention period has elapsed.

If the organization reactivates its subscription within the 30-day retention period, all data will be fully restored and accessible immediately.

14.5 Self-Service Account Deletion

The organization owner may permanently delete the organization and all associated data at any time through Settings > Organization > Delete Organization. This action requires:

• Typing the exact organization name as confirmation.
• Entering the owner's account password.

Upon self-service deletion: (a) all active subscriptions are immediately cancelled; (b) all team members lose access; (c) the organization and its data are soft-deleted; (d) the owner is logged out. The 30-day data retention period (Section 14.4) applies from the date of deletion.

14.6 Data Recovery

If an organization is deleted by mistake (whether through self-service deletion or subscription expiry), the organization owner may request data recovery by contacting Zaurah at sales@zaurah.com within the 30-day retention period. Recovery requests are subject to the following conditions:

• The request must be made by the verified organization owner (email verification required).
• Recovery is only available within the 30-day retention window. After this period, data may have been permanently purged and recovery is not guaranteed.
• Upon successful recovery, a new 14-day trial subscription is provided to allow the organization to reactivate a paid plan.
• There is no fee for data recovery requests made within the retention period.

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: