TERMS AND CONDITIONS 

Effective Date: July 15, 2026

These Website, Sales and Service Terms and Conditions govern:

• access to and use of the LZIGN Limited website;

• quotations, proposals, invoices, Statements of Work, and orders issued by LZIGN;

• Odoo-related implementation, configuration, development, integration, training, support, and advisory services;

• websites, ecommerce solutions, digital marketing, automation, artificial intelligence, branding, content, hosting, and related digital services;

• support plans, maintenance plans, retainers, subscriptions, service-hour packages, and add-ons;

• hardware, equipment, licences, templates, digital products, applications, and other products or services supplied by LZIGN.

LZIGN Limited is referred to in these Terms as “LZIGN,” “we,” “us,” or “our.”

The person, business, company, organisation, or other entity purchasing or using our products or services is referred to as the “Client,” “you,” or “your.”

By accessing the LZIGN website, submitting an enquiry, accepting a quotation, signing a proposal or Statement of Work, paying a deposit or invoice, instructing LZIGN to commence work, providing data or access so that work may begin, or using any product or service supplied by LZIGN, you agree to these Terms.

Where you accept a quotation on behalf of an organisation, you represent that you are authorised to bind that organisation.

If you do not agree to these Terms, you should not engage LZIGN, accept a quotation, purchase a product or service, or continue using the LZIGN website.

1. About LZIGN

LZIGN provides business systems, digital transformation, Odoo implementation, website and ecommerce development, digital marketing, process advisory, automation, artificial intelligence, training, support, and related professional services.

Our services may include:

• business-process discovery and assessment;

• Odoo implementation planning;

• Odoo application configuration;

• system and workflow design;

• data migration and import assistance;

• website and ecommerce implementation;

• integration and automation services;

• custom application and add-on development;

• user training and documentation;

• testing and go-live support;

• post-implementation support and maintenance;

• business systems assessments;

• digital transformation advisory;

• branding, content, search engine optimisation, and digital marketing; and

• technology products, licences, equipment, templates, and related add-ons.

2. Definitions

For these Terms:

2.1 “Business Day”

“Business Day” means a day other than Saturday, Sunday, or a public holiday in Jamaica.

2.2 “Change Request”

“Change Request” means a written or electronically approved change to the agreed scope, requirements, assumptions, fees, deliverables, schedule, or responsibilities.

2.3 “Client Data”

“Client Data” means data, documents, records, content, personal information, credentials, images, files, reports, or other information supplied by or on behalf of the Client.

2.4 “Deliverable”

“Deliverable” means a product, configuration, document, report, website, application, migration, training material, design, integration, or other output expressly included in the agreed scope.

2.5 “Services”

“Services” means the professional, implementation, support, digital, advisory, technical, training, maintenance, or related services supplied by LZIGN.

2.6 “Statement of Work”

“Statement of Work” means a document that describes the scope, deliverables, assumptions, responsibilities, schedule, fees, or acceptance criteria for an engagement.

2.7 “Third-Party Service”

“Third-Party Service” means any product, software, platform, subscription, licence, application, integration, hosting service, payment provider, messaging service, domain service, plugin, device, or other service not owned and controlled by LZIGN.

3. Contract Documents and Order of Precedence

The agreement between LZIGN and the Client may consist of:

1. a signed Master Services Agreement;

2. an accepted quotation, proposal, or Statement of Work;

3. an approved Change Request;

4. a signed Data Processing Agreement, Non-Disclosure Agreement, maintenance agreement, support agreement, or other specialist agreement;

5. these Terms; and

6. applicable third-party terms and licences.

If the documents conflict, the following order of precedence applies unless a document expressly states otherwise:

1. the signed Master Services Agreement;

2. the accepted quotation or Statement of Work;

3. an approved Change Request;

4. a specialist agreement, but only for the matters it addresses;

5. these Terms; and

6. general proposals, presentations, demonstrations, marketing materials, emails, meeting discussions, and other communications.

A Client purchase order, procurement form, supplier-registration document, or other Client-issued terms will not modify the agreement unless LZIGN expressly agrees to the modification in writing.

4. Quotation Validity

A quotation or proposal remains valid for the period stated in that document.

If no validity period is stated, it remains valid for fourteen calendar days from its issue date.

After the validity period expires, LZIGN may:

• withdraw the quotation;

• revise the scope, assumptions, fees, schedule, or payment requirements;

• revise foreign-currency or third-party costs;

• require further discovery;

• issue a replacement quotation; or

• decline to proceed.

Proposed commencement dates and resource allocations are not reserved until the required acceptance and payment have been received.

5. Acceptance of a Quotation

A quotation, proposal, order, or Statement of Work becomes binding when the Client performs any of the following:

• signs it physically or electronically;

• accepts it through an online system;

• confirms acceptance by email or another agreed electronic communication;

• pays a deposit, first instalment, subscription charge, invoice, or purchase price;

• issues a written instruction authorising LZIGN to commence;

• supplies data, credentials, access, content, or other resources so that work may begin; or

• accepts, downloads, deploys, publishes, or uses the quoted product or service.

Electronic records, electronic signatures, online approvals, payment records, and email approvals may be relied upon as evidence of acceptance.

Unless LZIGN agrees otherwise in writing, acceptance is not complete until the required deposit or initial payment has cleared.

6. Scope of Products and Services

LZIGN will provide only the products, services, deliverables, modules, applications, companies, locations, users, databases, data sets, integrations, pages, sessions, environments, and support expressly included in the accepted quotation or Statement of Work.

A feature or service is not included merely because it was:

• discussed;

• demonstrated;

• requested;

• mentioned in a requirements list;

• included in an Odoo demonstration database;

• shown on a third-party website;

• described in an email;

• available within the Odoo platform; or

• technically possible.

Unless expressly included, the scope does not include:

• additional requirements identified after acceptance;

• custom development or reports;

• additional companies, branches, warehouses, stores, websites, users, or databases;

• extensive data cleansing, correction, reconstruction, or deduplication;

• manual entry of records;

• full historical transaction migration;

• legal, tax, accounting, payroll, audit, privacy, or regulatory advice;

• third-party licence, subscription, hosting, transaction, storage, messaging, or usage fees;

• additional onsite visits, travel, accommodation, or subsistence;

• additional training or retraining;

• ongoing support or maintenance;

• future upgrades;

• work required because the Client or another provider altered the system;

• hardware, network, electrical, device, printing, or peripheral configuration; or

• work caused by inaccurate, incomplete, inaccessible, corrupted, or late Client information.

7. Discovery, Requirements, and Assumptions

Discovery services are intended to understand the Client’s:

• business processes;

• current systems;

• data sources;

• pain points;

• reporting needs;

• control requirements;

• integration requirements;

• implementation priorities; and

• operational constraints.

Discovery may identify requirements, risks, dependencies, or technical limitations that were not known when the original quotation was prepared.

Where this occurs, LZIGN may:

• revise its recommendation;

• revise the scope;

• revise the fees;

• revise the schedule;

• recommend a phased implementation;

• issue a Change Request;

• remove or defer an affected Deliverable; or

• pause work until the matter is resolved.

LZIGN’s recommendations are based on the information available at the relevant time.

The Client is responsible for disclosing material requirements, constraints, systems, data issues, regulatory obligations, and dependencies before work begins.

LZIGN is not required to perform materially additional work without additional written approval and payment.

8. Client Responsibilities

The Client must:

• appoint an authorised project sponsor and primary contact;

• provide timely access to relevant personnel and decision-makers;

• provide complete and accurate requirements;

• provide access to systems, records, files, facilities, accounts, devices, and third-party providers;

• supply data in the requested formats;

• review and approve Deliverables promptly;

• perform required testing and validation;

• attend scheduled meetings and training;

• maintain suitable internet, network, electrical, hardware, device, and security infrastructure;

• maintain valid licences, subscriptions, domains, hosting, email, and third-party accounts;

• obtain required permissions, consents, and approvals;

• verify accounting, tax, payroll, inventory, legal, and regulatory settings;

• maintain secure control over passwords, administrator accounts, and devices;

• ensure its staff follow approved procedures;

• keep appropriate backups and source-system records;

• notify LZIGN promptly of errors, incidents, or material changes; and

• pay all fees when due.

The Client remains responsible for:

• its business decisions;

• operational policies;

• internal controls;

• segregation of duties;

• staff conduct;

• inventory control;

• accounting records;

• tax filings;

• statutory reporting;

• privacy obligations;

• regulatory compliance; and

• use of the supplied solution.

9. Project Governance and Authorised Instructions

LZIGN may rely on instructions, decisions, approvals, and information received from the Client’s authorised representatives.

The Client must notify LZIGN promptly in writing if:

• an authorised representative changes;

• a representative’s authority is restricted;

• a project sponsor leaves the organisation; or

• responsibility for an approval or decision changes.

Project decisions, approvals, issues, and scope changes should be documented through the agreed project channel, which may include:

• email;

• Odoo;

• a project-management platform;

• an approved messaging platform;

• meeting minutes; or

• a Change Request.

Informal discussions or verbal comments do not amend the agreement unless the change is documented and accepted by authorised representatives.

Where multiple Client representatives provide conflicting instructions, LZIGN may pause the affected work until the Client supplies one consolidated decision.

10. Project Timelines

Project timelines and delivery dates are estimates unless expressly stated to be fixed and guaranteed.

Timelines may depend on:

• Client responsiveness;

• payment;

• access;

• approvals;

• data quality;

• testing;

• staff availability;

• third-party providers;

• custom development;

• integration approval;

• supplier availability;

• platform changes; and

• other dependencies outside LZIGN’s reasonable control.

LZIGN will make reasonable efforts to meet agreed timelines but is not responsible for delays caused by the Client or a Third-Party Service.

Where the Client delays information, access, approval, testing, payment, attendance, content, or a decision, the schedule will be extended by at least the period of the delay and may be further revised based on resource availability.

11. Reviews and Consolidated Feedback

Unless another period is stated, the Client must review a submitted Deliverable and provide consolidated written feedback within five Business Days.

Feedback must:

• identify the affected Deliverable;

• identify the relevant agreed requirement;

• describe the alleged non-conformity;

• provide reasonable supporting information; and

• consolidate comments from all relevant Client stakeholders.

Preferences, enhancements, new ideas, changed requirements, and work not included in the scope are not defects.

LZIGN is not responsible for conflicting, incomplete, or piecemeal feedback supplied by different Client representatives.

Additional revision cycles may be charged where the agreed revision allowance has been exhausted.

12. Change Requests and Out-of-Scope Work

Any request that changes the agreed scope, assumptions, requirements, Deliverables, design, workflow, schedule, data, modules, applications, users, companies, locations, reports, integrations, training, or acceptance criteria may be treated as a Change Request.

Out-of-scope work may include:

• additional modules or applications;

• additional users, companies, branches, locations, or databases;

• additional migration files or import batches;

• additional training;

• new reports or dashboards;

• custom development;

• new integrations;

• additional website pages;

• design revisions beyond the included allowance;

• changed business processes;

• urgent or after-hours work;

• correction of Client-supplied data;

• work caused by changed requirements;

• repeated testing caused by Client changes; and

• support for systems not included in the original scope.

LZIGN may provide:

• a separate quotation;

• an estimated number of additional hours;

• a revised schedule;

• revised assumptions; or

• an updated Statement of Work.

LZIGN is not required to begin changed or additional work until it is approved and any required payment has been received.

Where the Client instructs LZIGN to perform urgent or additional work before a formal Change Request is issued, the work may be billed at LZIGN’s prevailing rate.

13. Fees, Currency, and Taxes

The Client must pay the fees stated in the applicable quotation, proposal, invoice, subscription, or service agreement.

Unless expressly stated otherwise:

• fees are exclusive of General Consumption Tax and other applicable taxes;

• banking charges, card-processing fees, transfer fees, correspondent-bank charges, and currency-conversion charges are payable by the Client;

• travel, accommodation, courier, customs, duties, equipment, licences, subscriptions, hosting, and other third-party costs are additional;

• foreign-currency items may be adjusted to reflect the supplier price and exchange rate at the date of purchase; and

• a quotation issued in one currency is not automatically convertible into another currency at the quotation-date rate.

Where the Client is legally required to withhold tax, the Client must:

• comply with the applicable law;

• provide the official withholding certificate promptly; and

• pay any amount required under the agreed commercial treatment.

14. Deposits and Initial Payments

A required deposit or initial payment:

• reserves project resources;

• authorises mobilisation, discovery, scheduling, procurement, or delivery;

• may be applied to work performed, administration, resource reservations, and third-party commitments; and

• does not guarantee a specific commencement date unless that date is expressly confirmed.

LZIGN is not required to commence work, reserve resources, procure products, purchase subscriptions, or activate services until the required payment has cleared.

Deposits, discovery fees, setup fees, completed milestone fees, training fees, activated licences, support blocks, and non-cancellable third-party costs are non-refundable once earned, performed, activated, purchased, or committed, except where applicable law requires otherwise.

15. Invoicing and Payment

Invoices are payable by the due date stated on the invoice or quotation.

If no due date is stated, payment is due upon receipt.

The Client may not withhold an undisputed amount because another amount is disputed.

A genuine billing dispute must be submitted in writing within five Business Days of the invoice date and must identify:

• the disputed amount;

• the basis of the dispute; and

• relevant supporting information.

The undisputed portion remains payable by the original due date.

LZIGN may apply payments first to:

1. collection costs;

2. interest or late charges;

3. the oldest outstanding invoice; and

4. newer invoices.

A payment is not complete until cleared funds are received.

16. Late Payment and Suspension

Where an amount remains unpaid after its due date, LZIGN may, subject to applicable law:

• charge interest at one and one-half percent per month or the maximum lawful rate, whichever is lower;

• suspend work;

• suspend support or maintenance;

• withhold Deliverables;

• delay deployment or go-live;

• withhold credentials, source files, reports, migrations, or handover;

• suspend a website, hosted service, managed service, or subscription under LZIGN’s control;

• remove the Client’s work from the active delivery schedule;

• require all outstanding amounts to be paid before resuming;

• require advance payment for remaining work;

• charge a reactivation or remobilisation fee; and

• recover reasonable collection and legal costs.

LZIGN is not responsible for delay, downtime, licence interruption, missed deadlines, business disruption, or other consequences resulting from a payment-related suspension.

17. Cancellations and Rescheduling

The Client must provide reasonable notice when cancelling or rescheduling:

• meetings;

• training;

• workshops;

• onsite visits;

• demonstrations;

• testing sessions; or

• implementation activities.

LZIGN may charge for a missed or cancelled session where:

• insufficient notice was provided;

• resources had been reserved;

• travel or third-party costs were incurred; or

• the session cannot reasonably be reallocated.

The required notice period and cancellation fee may be stated in the quotation or booking confirmation.

18. Project Pauses, Dormancy, and Reactivation

LZIGN may pause work where:

• payment is overdue;

• information or access is outstanding;

• approvals or decisions are delayed;

• the Client repeatedly misses meetings or testing obligations;

• a dependency remains unresolved;

• the scope is materially disputed;

• continued work presents a security, legal, operational, or professional risk; or

• the Client instructs LZIGN to pause.

Where a project is paused for more than fourteen calendar days because of the Client, LZIGN may:

• revise the schedule;

• reassign resources;

• revise pricing;

• require a remobilisation fee; or

• require payment before resuming.

Where a project remains inactive for more than thirty calendar days, LZIGN may classify it as dormant and remove it from the active delivery schedule.

Where inactivity continues for sixty calendar days, LZIGN may:

• close the project;

• invoice work completed;

• invoice approved work in progress;

• invoice non-cancellable commitments;

• archive project materials; and

• require a new quotation before work resumes.

Original fees, personnel, resource availability, and delivery dates are not guaranteed after a pause or closure.

19. Delivery and Acceptance

A Deliverable will be assessed against the requirements and acceptance criteria stated in the applicable quotation, Statement of Work, or approved project document.

Unless another period is stated, the Client has five Business Days after delivery to:

• accept the Deliverable; or

• reject it in writing by identifying a material failure to meet an expressly agreed requirement.

LZIGN will use reasonable efforts to correct a verified material non-conformity within the agreed scope.

A Deliverable will be treated as accepted where:

• the Client confirms acceptance;

• the review period expires without a valid written rejection;

• the Client uses the Deliverable in live operations;

• the Client publishes, deploys, or distributes it;

• the Client authorises the next project phase;

• the Client makes or permits modifications to it; or

• the Client processes live transactions through it.

Minor issues that do not prevent substantial use do not justify rejection of the entire Deliverable.

20. Odoo Relationship and Third-Party Terms

Odoo is a third-party software platform owned and operated by Odoo S.A. or its applicable affiliated entity.

LZIGN is an independent Odoo implementation and service provider. LZIGN does not own or control:

• Odoo software;

• Odoo Enterprise subscriptions;

• Odoo Online;

• Odoo.sh;

• Odoo Cloud;

• Odoo hosting infrastructure;

• Odoo licensing terms;

• Odoo pricing;

• Odoo’s product roadmap; or

• Odoo’s commercial policies.

The Client’s use of Odoo is subject to the applicable Odoo agreements and licences.

Unless expressly included:

• Odoo subscription and hosting fees are separate from LZIGN’s professional-service fees;

• the Client is responsible for maintaining the required users, applications, subscription, hosting, and usage entitlements;

• additional users, applications, hosting resources, storage, maintenance, and upgrades may incur additional fees;

• Odoo may change its features, pricing, licence conditions, infrastructure, or support arrangements; and

• LZIGN is not liable for Odoo outages, omissions, feature changes, pricing changes, or enforcement of Odoo’s terms.

Where LZIGN assists with Odoo subscription selection, procurement, renewal, or account administration, the Client remains bound by the applicable Odoo agreement.

Changing implementation partners does not cancel fees already earned or obligations owed to LZIGN.

21. Standard Configuration and Customisation

A standard Odoo implementation may use available Odoo:

• applications;

• settings;

• workflows;

• access rights;

• imports;

• reports;

• templates;

• routes;

• automation tools; and

• configuration features.

Where standard functionality does not satisfy a requirement, LZIGN may recommend:

• a business-process adjustment;

• Odoo Studio;

• an existing third-party application;

• an integration;

• custom development;

• a phased solution; or

• exclusion of the requirement.

LZIGN will determine, using reasonable professional judgement, which approach is appropriate.

Custom development, integration, Odoo Studio work, specialised reports, or non-standard functionality is not included unless expressly quoted.

22. Add-ons, Custom Applications, and Integrations

An add-on, custom application, connector, integration, automation, or specialised feature may depend on:

• a specific Odoo version;

• a particular hosting environment;

• an external Application Programming Interface;

• third-party credentials;

• paid third-party accounts;

• a minimum subscription level;

• compatible devices;

• supported browsers;

• external documentation; and

• continued availability of Third-Party Services.

Unless maintenance or upgrade support is expressly included:

• compatibility is limited to the version and environment identified in the quotation;

• future Odoo upgrades are not included;

• compatibility work caused by Odoo or third-party changes is chargeable;

• repairs caused by hosting, browser, operating-system, interface, or external-platform changes are chargeable;

• new features and enhancements are chargeable; and

• third-party applications remain subject to their owners’ terms.

LZIGN does not guarantee that an external interface, integration provider, or Third-Party Service will remain unchanged, compatible, approved, or available.

The Client must not copy, resell, sublicense, distribute, reverse engineer, or provide an add-on or custom application to an unauthorised third party except where the applicable licence expressly permits it.

23. Data Migration

Data migration is limited to the:

• data sources;

• files;

• formats;

• periods;

• fields;

• record types;

• volumes;

• import batches; and

• migration iterations

stated in the accepted scope.

The Client is responsible for:

• extracting or authorising access to source data;

• confirming its right to migrate the data;

• supplying complete and readable files;

• cleaning and correcting source data unless cleansing is included;

• identifying duplicates and obsolete records;

• confirming opening balances and historical values;

• retaining source-system backups and reports;

• reconciling migrated totals;

• obtaining accountant, auditor, tax, or management approval where required; and

• completing final validation before go-live.

LZIGN is not responsible for errors already present in source systems or files.

Unless expressly included, migration does not include:

• attachments;

• unsupported custom fields;

• complete transaction history;

• source-system audit trails;

• reconstruction of missing records;

• correction of historical accounting errors;

• reconciliation of inconsistent source reports;

• proprietary database extraction;

• manual re-entry of inaccessible records; or

• repeated imports caused by changing or unapproved source data.

Changes to approved migration files may require additional fees and schedule adjustments.

24. Accounting, Tax, Payroll, and Regulatory Configuration

LZIGN may configure software using information and instructions supplied by the Client and its professional advisers.

Unless a separate written agreement expressly states otherwise, LZIGN is not acting as the Client’s:

• accountant;

• auditor;

• tax adviser;

• payroll adviser;

• legal adviser;

• privacy officer;

• compliance officer; or

• regulator.

The Client and its authorised advisers must verify:

• the Chart of Accounts;

• tax rates and tax mappings;

• fiscal positions;

• payroll rules;

• opening balances;

• inventory valuation;

• depreciation settings;

• payment terms;

• financial reports;

• statutory reports;

• approval controls;

• user access; and

• other accounting or regulatory configurations.

The Client remains responsible for:

• tax returns;

• statutory filings;

• payroll calculations;

• financial statements;

• regulatory reporting;

• audit support; and

• reliance on system outputs.

25. Testing and User Acceptance Testing

The Client must perform adequate User Acceptance Testing before go-live.

Testing should include, where relevant:

• normal transactions;

• exception transactions;

• approvals;

• access rights;

• reports;

• taxes;

• inventory;

• accounting entries;

• customer transactions;

• vendor transactions;

• integrations;

• printing;

• emails;

• devices;

• migrated data;

• period-end procedures; and

• backup or recovery processes within the Client’s control.

The Client must document testing results and provide either:

• written approval; or

• a specific defect list tied to the agreed requirements.

A Client decision to proceed without completing the recommended testing is at the Client’s own risk.

26. Go-Live and Operational Readiness

Go-live means that the Client begins using the solution or a material portion of it for live business operations.

The Client is responsible for:

• authorising go-live;

• confirming operational readiness;

• ensuring staff attendance and competence;

• implementing internal procedures;

• managing transaction cut-off;

• maintaining final backups;

• verifying opening balances;

• verifying inventory;

• controlling user access;

• supervising initial transactions; and

• reporting issues promptly.

Go-live does not mean that future enhancements, optional features, maintenance, or support are included.

27. Alternative Workflows and Client-Directed Practices

LZIGN may recommend workflows designed to support proper:

• accounting;

• inventory control;

• transaction traceability;

• approvals;

• reporting;

• auditability;

• access control; and

• operational consistency.

The Client may choose to use another workflow or process.

Where the Client elects to use a workflow, configuration, process, workaround, or operating practice that differs from LZIGN’s recommendation, it does so at its own risk.

LZIGN does not guarantee the accuracy, reliability, completeness, or auditability of resulting:

• inventory records;

• accounting records;

• invoices;

• reports;

• audit trails;

• approvals;

• business controls; or

• operational outcomes

where the recommended workflow or configuration is not followed.

Additional work required to investigate or correct consequences of a Client-directed alternative workflow is chargeable.

28. Training

Training is limited to the number, duration, topics, format, locations, attendees, and sessions stated in the quotation.

Training may be delivered through:

• remote sessions;

• onsite sessions;

• workshops;

• recorded demonstrations;

• written guides;

• system walkthroughs; or

• a combination of methods.

The Client must ensure that attendees:

• have appropriate job knowledge;

• attend on time;

• have suitable devices and system access;

• complete required preparation;

• participate in exercises; and

• practise the procedures after training.

Unless otherwise stated:

• missed sessions are not automatically replaced;

• repeat or additional training is chargeable;

• training may be recorded only with permission;

• materials are licensed for the Client’s internal use;

• materials may not be publicly distributed or resold;

• certificates confirm participation or completion only; and

• training does not guarantee competence, certification, examination success, employment, or business performance.

Rescheduling may attract a fee where insufficient notice is provided.

29. Website, Ecommerce, Branding, and Digital Services

Where LZIGN provides website, ecommerce, branding, content, search engine optimisation, or digital marketing services, the Client is responsible for supplying and approving:

• written content;

• images;

• videos;

• product information;

• prices;

• legal policies;

• shipping rules;

• tax information;

• payment-provider information;

• trademarks;

• domain information;

• privacy notices;

• cookie requirements; and

• sector-specific disclosures.

The Client warrants that it has the right to use all materials supplied to LZIGN.

Unless expressly included, LZIGN is not responsible for:

• legal policy drafting;

• accessibility certification;

• regulatory approval;

• product claims;

• privacy or cookie compliance;

• ongoing content updates;

• domain or hosting renewal;

• email-delivery reputation;

• payment-provider approval;

• third-party plugins;

• search-engine ranking;

• advertising-platform approval;

• website traffic;

• sales volumes; or

• changes made by the Client or another provider.

The Client is responsible for reviewing and approving all content before publication.

Search engine optimisation, advertising, marketing, and conversion services involve factors outside LZIGN’s control. No particular ranking, traffic, lead volume, sales level, or return on investment is guaranteed.

For ecommerce services, the Client remains responsible for:

• merchant-account approval;

• payment disputes;

• chargebacks;

• refunds;

• product fulfilment;

• shipping;

• product legality;

• customer-service obligations;

• consumer disclosures; and

• fraud monitoring.

30. Artificial Intelligence and Automation Services

Where a service uses artificial intelligence, machine learning, automated recommendations, generated content, or automated decision-support:

• outputs may be incomplete, inaccurate, outdated, biased, or unsuitable for a particular purpose;

• outputs must be reviewed by an appropriately qualified person before use;

• the Client must not rely solely on automated outputs for legal, medical, employment, financial, credit, safety, regulatory, or other high-impact decisions;

• the Client is responsible for determining whether its proposed use is lawful and appropriate;

• the Client must not submit data to an artificial-intelligence provider unless it has the right and lawful basis to do so;

• Third-Party Service terms may govern how prompts, inputs, and outputs are processed; and

• guardrails reduce risk but do not guarantee that every inaccurate or inappropriate output will be prevented.

LZIGN does not guarantee that an artificial-intelligence system will always generate accurate, unique, non-infringing, unbiased, or reliable content.

The Client remains responsible for final decisions and human oversight.

31. Hosting, Domains, and Third-Party Platforms

Hosting, domains, cloud services, payment providers, email platforms, plugins, themes, stock media, analytics tools, messaging services, and other Third-Party Services may be subject to separate:

• terms;

• renewal dates;

• usage limits;

• pricing;

• availability requirements; and

• licence restrictions.

The Client is responsible for maintaining active accounts and paying renewals unless the quotation expressly states that LZIGN will manage them.

LZIGN is not liable for:

• third-party outages;

• supplier security incidents;

• suspended accounts;

• rejected applications;

• domain expiration;

• email blacklisting;

• discontinued products;

• pricing changes;

• interface changes;

• policy changes;

• data-centre failures; or

• supplier delays.

Where LZIGN manages a Third-Party Service on the Client’s behalf, LZIGN does not become the owner or operator of the underlying platform.

32. Advisory, Assessment, and Consulting Services

Assessments, recommendations, strategies, roadmaps, reports, business cases, process designs, and advisory Deliverables are based on:

• information available at the relevant time;

• Client representations;

• stated assumptions;

• the agreed level of investigation; and

• reasonable professional judgement.

They are intended to support management decision-making.

They do not guarantee:

• a commercial outcome;

• an investment decision;

• financing;

• regulatory approval;

• cost savings;

• profitability;

• operational performance; or

• successful implementation by another provider.

The Client remains responsible for deciding whether and how to act on recommendations.

33. Support, Maintenance, Retainers, and Service Hours

Support and maintenance are included only where expressly stated in an active quotation, support plan, maintenance agreement, or retainer.

Unless otherwise stated:

• support is delivered during LZIGN’s normal business hours;

• response times are targets and not guaranteed resolution times;

• severity classification is determined by LZIGN;

• support time may be consumed by investigation, meetings, communication, testing, configuration, documentation, deployment, and resolution;

• unused monthly hours expire at the end of the relevant service period;

• unused hours are not refundable, transferable, or convertible to cash;

• excess work is billed at the applicable rate;

• support plans and retainers are payable in advance; and

• unused services do not roll over unless expressly stated.

Support does not include, unless expressly stated:

• new projects;

• substantial reconfiguration;

• new reports;

• custom development;

• migration;

• retraining;

• upgrades;

• data cleansing;

• third-party remediation;

• hardware support; or

• accounting corrections.

LZIGN may refuse or suspend work where the system has been altered by unauthorised persons or where continued work presents a security, legal, or operational risk.

34. Limited Warranty and Defect Correction

Unless a different period is stated, LZIGN provides a thirty-calendar-day limited defect warranty beginning on the earliest of:

• written acceptance;

• go-live;

• operational use; or

• final delivery.

During this period, LZIGN will use reasonable efforts to correct a reproducible defect where the supplied Deliverable materially fails to meet an expressly agreed requirement.

The warranty does not cover:

• new requirements;

• enhancements;

• user error;

• failure to follow training or approved procedures;

• incorrect Client Data;

• inaccurate Client instructions;

• third-party products or services;

• internet, network, power, device, browser, or operating-system issues;

• changes made by the Client or another provider;

• unsupported versions;

• external interface changes;

• security incidents outside LZIGN’s reasonable control;

• misuse;

• normal maintenance; or

• matters that cannot reasonably be reproduced.

After the warranty period, assistance is chargeable unless covered by an active support plan.

35. Hardware, Equipment, and Physical Products

Where LZIGN supplies hardware, devices, accessories, equipment, or other physical products:

• specifications are those stated in the quotation or manufacturer documentation;

• availability and delivery dates are subject to supplier availability;

• risk passes to the Client on physical delivery;

• title may remain with LZIGN until full payment;

• manufacturer warranties apply where available;

• LZIGN does not provide a broader warranty than the manufacturer unless expressly stated;

• installation, configuration, cabling, networking, and onsite support are excluded unless quoted;

• consumables and damage caused by misuse are excluded; and

• returns require prior written authorisation.

Custom-ordered, opened, activated, licensed, downloaded, or specially procured items may not be returnable except where defective or where applicable law requires otherwise.

36. Intellectual Property

The Client retains ownership of its:

• business data;

• trademarks;

• logos;

• original content;

• confidential information; and

• materials owned before the engagement.

LZIGN retains ownership of its:

• pre-existing intellectual property;

• methodologies;

• frameworks;

• templates;

• libraries;

• generic code;

• reusable components;

• tools;

• know-how;

• business processes;

• training methods;

• documentation structures; and

• non-Client-specific improvements.

Unless the quotation expressly provides for an assignment of ownership, and subject to full payment, LZIGN grants the Client a non-exclusive, non-transferable licence to use the final Deliverables internally for the purposes for which they were supplied.

Source code, editable design files, development repositories, design working files, raw files, and unrestricted ownership rights are provided only where expressly included.

Third-party and open-source materials remain subject to their applicable licences.

LZIGN may reuse general skills, methods, experience, concepts, and non-confidential components developed or learned during an engagement.

37. Client Materials and Intellectual-Property Warranty

The Client warrants that all data, content, images, software, documents, trademarks, credentials, instructions, and materials supplied to LZIGN:

• may lawfully be supplied and used;

• do not infringe third-party rights;

• do not contain unlawful or misleading material;

• were collected with the necessary rights and permissions; and

• are suitable for the purpose for which the Client asks LZIGN to use them.

LZIGN may refuse to publish, process, migrate, integrate, or use material that it reasonably believes is unlawful, infringing, unsafe, deceptive, or inappropriate.

38. Client Data and Data Protection

The Client retains ownership of its business data.

Each party must comply with the data-protection and privacy laws applicable to its activities.

Unless otherwise agreed:

• the Client determines why and how its Client Data is processed;

• the Client is responsible for the lawful collection and use of its Client Data;

• LZIGN will process Client Data only as reasonably required to provide the contracted services;

• the Client must provide required notices and obtain required permissions, consents, or other lawful authority;

• the Client must not provide more personal data than reasonably necessary;

• each party must implement reasonable technical and organisational security measures within its control; and

• the parties will cooperate reasonably in responding to verified incidents and lawful requests.

The Client acknowledges that Odoo, hosting providers, cloud providers, payment providers, integration providers, developers, and other authorised service providers may process data in other countries.

Where required, the parties may enter into a separate Data Processing Agreement covering:

• processing instructions;

• confidentiality;

• security measures;

• subprocessors;

• incident notification;

• data-subject requests;

• return or deletion;

• audits; and

• international transfers.

These Terms do not replace LZIGN’s applicable Privacy Notice.

39. Data Retention and Deletion

The Client is responsible for retaining independent copies of its Client Data, reports, source files, and backups.

After completion or termination, LZIGN may retain project records for legal, accounting, security, support, or legitimate business purposes.

Subject to applicable law and any agreed retention obligation, LZIGN may securely delete operational copies of Client Data sixty calendar days after project closure or termination.

LZIGN is not responsible for retaining Client Data indefinitely unless a separate paid retention or hosting service has been agreed.

Deletion from backup systems may occur through normal backup-retention cycles rather than immediately.

40. Access, Credentials, and Security

The Client may need to provide LZIGN with access to:

• Odoo;

• hosting environments;

• email;

• domains;

• payment platforms;

• databases;

• code repositories;

• cloud storage;

• analytics platforms; or

• other systems.

The Client should create dedicated user access where possible and should avoid sharing unnecessary personal credentials.

LZIGN will take reasonable precautions appropriate to systems under its control. No system, website, integration, software environment, cloud platform, or data transmission method can be guaranteed to be completely secure or continuously available.

The Client is responsible for:

• strong passwords;

• administrator credentials;

• user access;

• removal of former employees and contractors;

• multi-factor authentication where available;

• device and network security;

• backup procedures;

• access-log and permission reviews;

• prompt incident reporting; and

• preventing unauthorised customisation.

The Client must review and remove LZIGN access that is no longer required after completion or termination.

LZIGN is not responsible for incidents caused by compromised Client credentials, Client personnel, Client devices, unauthorised third parties, or systems outside LZIGN’s reasonable control.

41. Confidentiality

Each party may receive non-public:

• business;

• commercial;

• technical;

• financial;

• operational;

• customer;

• supplier;

• pricing;

• security;

• strategic; or

• personal information

from the other.

Each party must:

• use confidential information only for the engagement;

• protect it using reasonable care; and

• disclose it only to persons who need it and are subject to appropriate obligations.

Confidentiality obligations do not apply to information that:

• is publicly available without breach;

• was already lawfully known;

• is independently developed;

• is lawfully received from a third party; or

• must be disclosed by law or a competent authority.

Where a separate Non-Disclosure Agreement exists, it will govern confidentiality to the extent of any conflict.

42. Subcontractors and Specialists

LZIGN may use:

• employees;

• contractors;

• developers;

• consultants;

• affiliated providers; and

• specialist subcontractors

to perform portions of the Services.

LZIGN remains responsible for managing its contracted Deliverables, subject to the limitations in the agreement.

The Client authorises LZIGN to share information reasonably required by authorised personnel and service providers, subject to applicable confidentiality and data-protection obligations.

43. No Guarantee of Business Results

LZIGN will perform its Services with reasonable professional care and skill.

LZIGN does not guarantee:

• increased revenue;

• increased profitability;

• cost savings;

• employee adoption;

• regulatory approval;

• uninterrupted operations;

• error-free third-party software;

• specific search rankings;

• specific lead or sales volumes;

• financing or investment approval;

• successful audits;

• complete fraud prevention;

• complete cybersecurity protection; or

• results dependent on the Client’s staff, decisions, data, infrastructure, market, suppliers, customers, or Third-Party Services.

44. Disclaimers

Except for express obligations stated in the applicable contract and rights that cannot legally be excluded, products and services are provided without additional warranties, whether express, implied, statutory, or otherwise.

LZIGN does not warrant that:

• every possible requirement has been identified;

• software will be entirely free from defects;

• a Third-Party Service will remain available;

• integrations will remain compatible indefinitely;

• every user will follow the approved process;

• a system will be uninterrupted or completely secure; or

• use of a Deliverable will automatically satisfy every accounting, tax, legal, privacy, security, regulatory, or industry requirement.

45. Limitation of Liability

To the maximum extent permitted by law, LZIGN will not be liable for:

• indirect loss;

• incidental loss;

• special loss;

• exemplary or punitive loss;

• consequential loss;

• loss of profit;

• loss of revenue;

• loss of opportunity;

• loss of anticipated savings;

• loss of goodwill;

• loss of reputation;

• business interruption;

• third-party claims; or

• loss or corruption of data where the data could reasonably have been recovered from an available backup.

For a fixed-scope project, LZIGN’s total aggregate liability arising from the project will not exceed the fees actually paid to LZIGN for the specific phase, Deliverable, or service giving rise to the claim.

For a recurring support, maintenance, hosting, subscription, or retainer service, LZIGN’s total aggregate liability will not exceed the fees paid to LZIGN for the affected service during the three months immediately preceding the event giving rise to the claim.

In no event will LZIGN’s liability exceed the total fees actually paid to LZIGN under the applicable quotation.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for fraud or wilful misconduct.

46. Client Indemnity

To the extent permitted by law, the Client will indemnify and hold LZIGN harmless against third-party claims, losses, liabilities, penalties, damages, and reasonable costs arising from:

• unlawful or infringing Client Data or materials;

• inaccurate or unlawful Client instructions;

• Client misuse of a Deliverable;

• unauthorised changes made by the Client or another provider;

• breach of third-party terms;

• failure to obtain required permissions or consents;

• Client products, services, representations, or business activities;

• security incidents caused by Client failures;

• failure to meet legal, tax, accounting, employment, privacy, regulatory, or industry obligations; or

• a Client-directed workflow contrary to LZIGN’s documented recommendation.

LZIGN must notify the Client reasonably promptly of a covered claim and allow reasonable participation in its defence.

47. Termination for Breach

Either party may terminate an engagement for material breach where:

1. written notice identifies the breach; and

2. the other party fails to remedy it within ten Business Days, where it is capable of remedy.

LZIGN may suspend or terminate immediately where:

• payment is materially overdue;

• the Client uses a product or service unlawfully;

• continuing creates a material security or legal risk;

• the Client is abusive or threatens personnel;

• the Client repeatedly fails to cooperate;

• a required Third-Party Service is withdrawn;

• the Client misuses systems or credentials;

• the Client becomes insolvent; or

• the Client ceases operations.

48. Client Termination for Convenience

The Client may request termination for convenience by written notice.

The Client must pay for:

• work completed;

• time and resources already committed;

• approved work in progress;

• completed milestones;

• non-cancellable third-party costs;

• licences, subscriptions, products, or equipment procured;

• reasonable demobilisation;

• data extraction or handover;

• transition assistance; and

• any cancellation charge stated in the quotation.

Deposits and previous payments will be applied against these amounts.

Any refundable balance, if applicable, will be determined only after the project account has been finalised.

49. Consequences of Termination

Upon termination:

• all outstanding invoices become immediately due;

• LZIGN may stop work;

• LZIGN may revoke access to services under its control;

• each party must handle confidential information appropriately;

• LZIGN will provide completed, paid-for Deliverables suitable for release;

• incomplete working files and internal tools are not automatically Deliverables;

• source files and repositories are supplied only where included;

• transition assistance is chargeable unless included; and

• provisions intended to survive termination will continue.

Provisions concerning payment, confidentiality, intellectual property, data, liability, indemnity, and dispute resolution survive termination.

50. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

• hurricanes;

• flooding;

• earthquakes;

• fire;

• epidemics or public-health emergencies;

• war;

• civil unrest;

• terrorism;

• government action;

• labour disruption;

• internet or telecommunications failure;

• utility failure;

• widespread cloud or platform outages;

• cyberattacks not caused by failure to take reasonable precautions;

• supplier failure;

• import restrictions;

• customs delays; or

• transportation disruption.

The affected party must provide reasonable notice and use reasonable efforts to reduce the impact.

Deadlines will be extended for the duration and reasonable consequences of the event.

51. Publicity and Portfolio Use

LZIGN will not publish the Client’s confidential information.

LZIGN may identify the Client as a customer or display non-confidential completed work only where:

• the Client has provided permission;

• the information is already publicly available; or

• the quotation expressly permits the use.

Use of a Client logo or testimonial requires approval.

52. Acceptable Use

The Client must not use products or services supplied by LZIGN:

• unlawfully;

• to infringe intellectual-property or privacy rights;

• to distribute malicious software;

• to conduct fraudulent or deceptive activity;

• to obtain unauthorised access;

• to harm persons or systems;

• to send unlawful unsolicited communications; or

• in breach of applicable third-party acceptable-use policies.

LZIGN may suspend assistance where it reasonably believes continued performance would facilitate unlawful, deceptive, unsafe, or harmful activity.

53. Website Use

Content on the LZIGN website is provided for general information and marketing purposes.

It does not constitute legal, financial, accounting, tax, regulatory, medical, or other regulated professional advice.

You may not use the LZIGN website:

• for an unlawful purpose;

• to interfere with its operation;

• to attempt unauthorised access;

• to introduce malicious code;

• to copy protected content without permission;

• to misrepresent your relationship with LZIGN; or

• to collect information from the website using unauthorised automated methods.

LZIGN may update website content, service descriptions, pricing, and offers at any time.

Website availability is not guaranteed.

54. Communications

By submitting an enquiry, booking a consultation, requesting a quotation, purchasing a service, or engaging LZIGN, you agree that LZIGN may contact you by:

• email;

• telephone;

• messaging platform;

• video call;

• project-management system; or

• another reasonable business communication channel

for purposes connected with your enquiry, quotation, project, account, support request, or service.

Marketing communications will be managed in accordance with applicable law and any available opt-out mechanism.

55. Formal Notices

Formal notices under an agreement must be sent to the contact details stated in the quotation or subsequently notified in writing.

Routine project communications may be sent through the agreed project channel.

An electronic notice is treated as received when:

• delivery is confirmed;

• the recipient responds; or

• it is sent to the most recently notified email address and no error or non-delivery notice is received.

56. Governing Law and Dispute Resolution

These Terms and all related quotations, products, orders, and services are governed by the laws of Jamaica.

The parties must first attempt to resolve a dispute through good-faith discussions between authorised representatives.

If the dispute is not resolved within fourteen calendar days after written notice, the parties will attempt to resolve it through mediation in Jamaica before commencing ordinary court proceedings, unless urgent relief is required.

The courts of Jamaica will have jurisdiction over disputes, claims, enforcement actions, and proceedings arising from or relating to the agreement.

Nothing prevents LZIGN from seeking urgent injunctive, protective, equitable, or interim relief in Jamaica or another jurisdiction where unauthorised disclosure, misuse, access abuse, infringement, non-payment, or another breach has occurred, is occurring, or is threatened.

57. Consumer and Statutory Rights

Nothing in these Terms excludes, restricts, or modifies a right, remedy, guarantee, or liability that cannot lawfully be excluded or limited.

Where the Client purchases as a consumer and mandatory consumer-protection legislation applies, those mandatory protections prevail over an inconsistent provision of these Terms.

58. Changes to These Terms

The version of these Terms in effect when a quotation is accepted applies to that quotation unless the parties agree otherwise.

LZIGN may update these Terms for future:

• website use;

• enquiries;

• purchases;

• quotations;

• renewals; and

• engagements.

An updated version will be published with a revised effective date.

Updates do not retrospectively amend an existing accepted quotation unless:

• the Client agrees;

• the quotation permits the change;

• the change is required by law; or

• the relevant Third-Party Service changes terms governing that product or service.

59. Assignment

The Client may not assign, transfer, subcontract, or dispose of its rights or obligations under the agreement without LZIGN’s prior written consent.

LZIGN may assign the agreement as part of:

• a corporate restructuring;

• a merger;

• a sale of business;

• a transfer to an affiliate; or

• a transfer of the relevant service operation,

provided that the assignment does not materially reduce the Client’s contractual rights.

60. Severability

If a provision is found invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary or severed.

The remaining provisions will continue in effect.

61. Waiver

A delay or failure to enforce a right does not waive that right.

A waiver is effective only where it is provided in writing by an authorised representative.

A waiver concerning one breach does not waive a later breach.

62. Entire Agreement

The applicable contract documents constitute the entire agreement concerning the quoted products and services.

They replace prior discussions, demonstrations, representations, promises, and communications relating to the same subject matter.

The Client confirms that it has not relied on a guarantee or representation that is not included in the applicable contract documents.

63. Contact Information

Questions about these Terms or LZIGN’s services may be directed to:

LZIGN Limited

Website: www.lzign.com

Telephone: 876-412-5989 or 876-412-5984

64. Client Acceptance Confirmation

By accepting a LZIGN quotation, the Client confirms that:

• it has reviewed the quotation;

• it has reviewed the scope and exclusions;

• it understands the assumptions and dependencies;

• it has reviewed the fees and payment schedule;

• it has had an opportunity to ask questions;

• it accepts these Terms;

• the person accepting has authority to bind the Client;

• it understands that Odoo and other Third-Party Services are subject to separate terms;

• it understands its testing and approval responsibilities; and

• it understands that using an alternative workflow contrary to LZIGN’s recommendation is at the Client’s own risk.