Terms & Conditions

Welcome to Zeuscorp Cloud LLC (“Zeuscorp Cloud,” “Company,” “we,” “our,” or “us”). These Master Terms and Conditions (“Terms”) govern your access to and use of our corporate websites (including https://zeuscorpcloud.com), client portals, consultation desks, and exploratory workforce engagements. By accessing our websites, submitting an enterprise inquiry, or engaging our services, you (“Client,” “User,” or “you”) confirm that you have read, understood, and agreed to be legally bound by these Terms.

1. Scope & Acceptance of Terms

These Terms constitute a legally binding agreement between you and Zeuscorp Cloud LLC, an enterprise business process outsourcing (BPO), IT managed services, cloud architecture, and workforce pod provider organized under the laws of the United States.

Contractual Hierarchy & Precedence: When you contract Zeuscorp Cloud LLC for ongoing dedicated staffing, managed services, or custom technical development, you will execute a specific Master Services Agreement (“MSA”), Statement of Work (“SOW”), Service Level Agreement (“SLA”), and Data Processing Addendum (“DPA”). In the event of any direct conflict between the terms of an executed MSA/SOW and these online Terms, the terms of the executed MSA or SOW shall take precedence and govern your engagement.

Corporate Authority: If you are entering into these Terms on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you possess full corporate power and legal authorization to bind such entity. If you lack such authority, you must refrain from accessing our services or submitting corporate specifications.

2. Enterprise Services & Dedicated Pods

Zeuscorp Cloud LLC delivers agile, multi-disciplinary operational and technology solutions designed to scale enterprise workflows and optimize cost structures. Our core solution offerings encompass:

• Business Process Outsourcing (BPO) & Omnichannel Customer Support: 24/7/365 multilingual voice, email, chat, and ticket resolution pods operating under rigorous quality assurance regimes.
• Payroll Administration & Statutory Tax Services: Multi-state and international payroll processing, deductions management, and statutory tax compliance filings.
• Medical Billing & Revenue Cycle Management (RCM): End-to-end charge capture, medical coding, claims submission, denial management, and accounts receivable optimization adhering to strict HIPAA standards.
• Human Resource Outsourcing (HRO) & Global Workforce Pods: Full-lifecycle talent recruitment, onboarding, benefits administration, and dedicated cross-functional workforce augmentation.
• Custom Software & Mobile App Development: Enterprise architecture, microservices, front-end and back-end web development, and native/cross-platform mobile applications.
• IT Managed Services (MSP) & 24/7 NOC/SOC Operations: Proactive system monitoring, tier 1–3 technical helpdesk, patch management, endpoint security, and disaster recovery.
• Cloud Architecture & DevOps Automation: CI/CD pipeline automation, container orchestration (Kubernetes, Docker), infrastructure-as-code (Terraform), and cloud migrations across AWS, Google Cloud, and Microsoft Azure.
• AI & Intelligent Automation: Robotic Process Automation (RPA), workflow orchestration, agentic process pipelines, and enterprise LLM integrations.

Specific deliverables, team structures, reporting cadences, sprint frequencies, and acceptance criteria are formally defined in individual Statements of Work executed between the parties.

3. Client Responsibilities & System Access

Successful execution of enterprise engagements requires active collaboration. The Client agrees to:

1. Provision Authenticated Access: Furnish our specialists with timely, authenticated, role-based credentials, VPN access, and authorized software seats necessary to perform the agreed duties.
2. Maintain Toolchain Licensures: Maintain in good standing all third-party software licenses, SaaS subscriptions (e.g., Salesforce, Zendesk, Epic EHR, Jira, AWS), and API access tokens utilized by the pod.
3. Provide Lawful Operational Instructions: Ensure that all workflow directions, scripts, operational parameters, and client data provided to Zeuscorp Cloud comply with all applicable local, national, and international laws, including labor standards, privacy directives, and fair trade regulations.
4. Timely Reviews & Sprints Approvals: Review submitted sprint deliverables, milestones, and reports within five (5) business days of receipt unless a different timeframe is stipulated in the applicable SOW.

4. Service Level Agreements (SLAs) & Performance

Zeuscorp Cloud LLC is committed to high-reliability service delivery backed by quantifiable metrics:

• Advisory & Inquiry Response SLA: We guarantee an initial enterprise response, talent availability assessment, and SLA quote within twenty-four (24) business hours of form submission.
• Managed IT & NOC Incident Response: Production incidents are classified by severity:
  • Severity 1 (Critical Outage): Acknowledgment and remediation initiation within 15 minutes; 24/7 continuous engineering escalation.
  • Severity 2 (High Degradation): Response within 1 hour; immediate pod lead engagement.
  • Severity 3 (Standard Request): Response within 4 business hours.
• Service Credits & Remedies: In the event of an unexcused failure to meet binding uptime or resolution thresholds specified in an executed SLA, Client’s sole and exclusive financial remedy shall be the issuance of contractual service credits as outlined in the governing SOW.
• Exclusions: SLA metrics do not apply during scheduled maintenance windows communicated at least 48 hours in advance, or outages caused by third-party cloud hosting providers, client network failures, or force majeure events.

5. Intellectual Property Rights & Deliverables

Our intellectual property model ensures total asset protection for our enterprise clients while preserving our proprietary tooling:

Client Work Product Ownership: Upon full and final settlement of all invoiced fees associated with a Statement of Work, Client shall hold sole and exclusive right, title, and interest throughout the world in and to all custom deliverables, bespoke software code, proprietary business logic, schemas, and configurations created by Zeuscorp Cloud specifically and exclusively for Client (“Work Product”). Zeuscorp hereby assigns to Client all copyright, patent, and intellectual property rights in such Work Product.

Zeuscorp Background Technology: Zeuscorp Cloud LLC retains exclusive ownership of all pre-existing software, modular scripts, automation algorithms, developer libraries, testing frameworks, standard process documents, and architectural blueprints developed prior to or independently of the engagement (“Background IP”). To the extent Background IP is embedded in any deliverable, Zeuscorp grants Client a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive license to use, execute, display, and modify such Background IP solely for Client’s internal business operations.

Client Data: Client retains full, absolute, and unencumbered ownership of all data, customer files, databases, logos, trade secrets, and proprietary materials transmitted to Zeuscorp Cloud.

6. Confidentiality & Mutual Non-Disclosure

All interactions, specifications, and business discussions between Zeuscorp Cloud LLC and our clients are protected under strict mutual confidentiality obligations:

Definition of Confidential Information: “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical architectures, source code, customer records, pricing models, employee details, and strategic roadmaps.

Duty of Protection: The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own sensitive data (and not less than a reasonable standard of care), to limit disclosure strictly to employees and contractors with a verified need to know who are bound by written non-disclosure covenants, and not to use such information for any purpose outside the scope of the engagement.

Exceptions & Term: Confidential Information excludes information that is or becomes publicly available without breach, was known prior to disclosure, is independently developed without reference to the Disclosing Party’s data, or is required to be disclosed by legal subpoena. Confidentiality obligations endure for five (5) years following termination of discussions, while trade secrets, proprietary software code, and protected health/customer records remain protected in perpetuity.

7. Data Protection, HIPAA & Compliance

Zeuscorp Cloud LLC operates under stringent international data governance frameworks:

• SOC 2 Type II Safeguards: We enforce operational security controls aligned with the AICPA Trust Services Criteria for Security, Availability, Processing Integrity, and Confidentiality.
• HIPAA & HITECH Compliance: For healthcare and medical billing engagements, Zeuscorp functions as a qualified Business Associate. Prior to receiving or processing any Electronic Protected Health Information (ePHI), we execute formal Business Associate Agreements (BAAs), implement physical access controls, end-to-end data encryption, and enforce role-based access restrictions.
• GDPR & Global Privacy Standards: When handling data originating in the European Economic Area (EEA), United Kingdom, or India, we execute Standard Contractual Clauses (SCCs) and comply with the EU/UK GDPR and the India Digital Personal Data Protection Act (DPDPA).

8. Fees, Billing, Taxes & Invoicing Terms

Commercial arrangements are structured transparently to eliminate unexpected overhead:

• Rates & Retainers: Services are billed on a fixed monthly retainer, dedicated specialist pod rate, milestone schedule, or time-and-materials basis as designated in the governing SOW.
• Payment Terms: Invoices are issued electronically and are payable within fifteen (15) or thirty (30) calendar days from invoice date (“Net 15 / Net 30”), via wire transfer, ACH, or major corporate credit instruments.
• Late Payment & Collections: Any uncontested sums not received by the due date shall accrue interest at the rate of 1.5% per month or the highest statutory rate permitted by law, whichever is less, compounded monthly, along with reasonable costs of collection.
• Taxes: All fees are exclusive of applicable federal, state, local, or foreign sales, use, excise, VAT, or withholding taxes. Client shall be responsible for all such taxes, excluding taxes based solely upon Zeuscorp Cloud’s net corporate income.
• Dispute Protocol: If Client disputes any invoice in good faith, Client must notify Zeuscorp in writing within fifteen (15) business days of receipt, detailing the disputed item. The parties shall negotiate in good faith to resolve the dispute, while undisputed amounts remain payable on schedule.

9. Non-Solicitation of Personnel

Our specialized workforce pods represent substantial investments in vetting, training, security clearances, and operational coordination.

Mutual Restrictive Covenant: During the term of any active Statement of Work and for a period of twelve (12) consecutive months following the termination or expiration thereof, neither party shall, directly or indirectly, solicit, recruit, employ, or contract with any employee, engineer, manager, or pod specialist of the other party who was directly assigned to or involved in the performance of services under the engagement, without the express prior written consent of the other party.

Liquidated Damages for Direct Hire: If Client recruits or hires a Zeuscorp specialist in violation of this Section, Client acknowledges that calculating exact commercial damages is difficult, and agrees to pay Zeuscorp Cloud LLC as liquidated damages (and not as a penalty) an amount equal to forty percent (40%) of the specialist’s annualized compensation, representing reasonable reimbursement for recruitment, security vetting, and team replacement costs.

10. Warranties & Professional Disclaimers

Professional Standards Warranty: Zeuscorp Cloud LLC warrants that all managed services, pod operations, and technical deliverables will be performed in a professional, workmanlike manner adhering to prevailing commercial and technical standards.

Software Deliverable Warranty: Custom software deliverables shall materially conform to the agreed functional specifications set forth in the applicable SOW for a period of thirty (30) calendar days following delivery (“Warranty Period”). Zeuscorp’s sole obligation and Client’s exclusive remedy for breach of this warranty shall be the commercially reasonable correction of verified defects reported in writing during the Warranty Period.

General Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN AN EXECUTED SOW, OUR WEBSITES, PORTALS, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEUSCORP CLOUD LLC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11. Limitation of Liability

Aggregate Financial Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUMULATIVE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY ENGAGEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ZEUSCORP CLOUD LLC UNDER THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Exclusion of Consequential Damages: UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, REPUTATION, OR BUSINESS INTERRUPTION, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Carve-Outs: The financial limitations in this Section do not apply to breaches of Section 6 (Confidentiality), Section 9 (Non-Solicitation), gross negligence, willful misconduct, or indemnification obligations under Section 12.

12. Mutual Indemnification

Zeuscorp Indemnification: Zeuscorp Cloud LLC agrees to defend, indemnify, and hold harmless Client, its officers, and employees against third-party claims, damages, and reasonable attorney fees resulting from any claim that custom software code developed solely by Zeuscorp infringes a valid United States copyright, patent, or trade secret. This obligation excludes claims arising from Client-provided code, specifications, or unauthorized modifications.

Client Indemnification: Client agrees to defend, indemnify, and hold harmless Zeuscorp Cloud LLC, its officers, and pod personnel against third-party claims arising from Client Data, unlawful business instructions, violation of third-party software licenses, or breaches of applicable labor or tax laws by Client.

13. Term, Termination & Transition Offboarding

Termination for Cause: Either party may terminate an active SOW or these Terms immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice thereof.

Termination for Convenience: Either party may terminate an ongoing pod engagement for convenience by providing thirty (30) to sixty (60) days advance written notice, as stipulated in the applicable SOW, subject to payment of all accrued fees and non-cancelable vendor commitments.

Orderly Offboarding & Handover: Upon termination, Zeuscorp Cloud LLC shall deliver all completed Work Product, return or securely purge Client Data according to NIST SP 800-88 guidelines, and provide up to thirty (30) days of reasonable transition assistance and knowledge handover at standard hourly rates upon request.

14. Dispute Resolution & Governing Law

Governing Law: These Terms and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Texas, United States, without giving effect to any conflict of laws principles that would apply the law of another jurisdiction.

Multi-Tiered Resolution: In the event of a commercial dispute:

1. Executive Consultation: Senior executives from both organizations shall meet within fourteen (14) days of notice to negotiate in good faith.
2. Commercial Mediation: If unresolved within thirty (30) days, the parties shall submit the matter to confidential mediation before a mutually approved mediator in Austin, Texas.
3. Binding Arbitration: If mediation fails, the dispute shall be resolved through final, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

Waiver of Jury Trial & Class Action: BOTH PARTIES VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15. General Provisions & Legal Notices

Force Majeure: Neither party shall be liable for delay or failure in performance resulting from causes beyond reasonable control, including acts of God, armed conflict, civil disturbance, pandemics, state-sponsored cyber warfare, telecommunication grid failure, or government directives.

Severability & Waiver: If any provision of these Terms is deemed invalid or unenforceable, that provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Independent Contractors: The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.

16. Legal & Corporate Contact

For formal legal notices, contract administration, or regulatory inquiries, please direct communications to: