Terms and Conditions

1. Definitions & Scope

**"Services"**: Refers collectively to all activities undertaken by ZNYIE, including Management Consulting, Project Development, Sourcing, Trading, Logistics, and Commercial Representation, as defined in a specific Agreement.

**"Agreement"**: A formal, written contract (e.g., Consulting Mandate, Sourcing Contract, Partnership Agreement) that outlines the specific scope, deliverables, timeline, and fees for a defined project or transaction between ZNYIE and the Client.

**"Traded Goods"**: Refers to F&B items (e.g., spices, flavors, beverages), Equipment, Spare Parts, and Packaging Materials supplied by ZNYIE or its global partners.

**"Deliverables"**: The specific outcomes, reports, strategic plans, or physical goods to be delivered by ZNYIE as detailed in the executed Agreement.

2. Service Engagement & Agreements

**Formation of Contract:** No binding contractual relationship for Services exists until a detailed, specific **Agreement** (defining scope, fees, and timelines) is formally executed in writing by authorized representatives of both ZNYIE and the Client.

**Consulting & Project Development:** Services are provided on a **best-effort basis** using ZNYIE's professional expertise and deep market knowledge. ZNYIE provides strategic advice; however, the ultimate responsibility for implementing that advice and achieving the desired business outcome rests solely with the Client.

**Trading & Sourcing:** All transactions for Traded Goods are governed by specific **Sourcing or Sales Agreements** which detail quality specifications, delivery terms (Incoterms), insurance, and inspection rights. **Risk of Loss** passes to the Client upon delivery according to the agreed-upon Incoterms.

3. Client Responsibilities & Conduct

**Information Accuracy:** The Client is responsible for providing **accurate, complete, and timely information** and access to personnel necessary for ZNYIE to perform the Services. ZNYIE is not liable for delays or failures resulting from inaccurate information provided by the Client.

**Legal Compliance:** The Client must ensure that all use of Traded Goods and implementation of ZNYIE's advice complies with **all applicable local and international laws,** regulations, and standards, particularly regarding import/export, food safety, and business operations in the Client's jurisdiction.

4. Payment Terms & Fees

**Pricing:** Fees for Services and prices for Traded Goods are specified exclusively within the applicable **Agreement** or **Sales Order**.

**Invoicing:** Invoices are issued according to the payment schedule defined in the Agreement.

**Late Payment:** ZNYIE reserves the right to suspend Services or withhold Deliverables if payments are not received by the due date. Penalties for late payment will be specified in the individual Agreement.

5. Limitation of Liability

**Exclusion of Indirect Damages:** To the maximum extent permitted by law, ZNYIE shall **not be liable** for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business interruption, arising out of or in connection with the Services or Traded Goods.

**Cap on Liability:** ZNYIE’s total aggregate liability arising under any Agreement or these Terms, whether in contract, tort, or otherwise, shall be strictly **limited to the total fees actually paid by the Client to ZNYIE** under the specific Agreement giving rise to the claim in the twelve (12) months preceding the date the claim arose.

**Warranties for Traded Goods:** ZNYIE transfers to the Client any warranties provided by the original manufacturer or supplier of the Traded Goods, but ZNYIE itself provides **no additional warranties** regarding fitness for a particular purpose or merchantability, except as expressly stated in the Sales Agreement.

6. Confidentiality & Data

**Confidential Information:** Both parties agree to maintain the confidentiality of all non-public, proprietary information disclosed by the other party during the engagement, including commercial strategies, pricing, and project details.

**Exceptions:** Confidentiality obligations do not apply to information that is already publicly known, independently developed, or required to be disclosed by law.

7. Governing Law & Dispute Resolution

**Governing Law:** These Terms and any Agreements shall be governed by and construed in accordance with the laws of the **Dubai International Financial Centre (DIFC), UAE.**

**Dispute Resolution:** Any dispute arising out of or in connection with these Terms or any Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by **arbitration under the Rules of the DIFC-LCIA Arbitration Centre.** The seat of arbitration shall be the Dubai International Financial Centre.