Terms and Services

1. Overview

These Terms and Services (“Terms”) govern all engagements between Rizon LLC (“Rizon”, “we”, “us”) and our clients (“Client”, “you”). By engaging Rizon for any services, you agree to these Terms in full.

Rizon LLC is a Wyoming limited liability company providing custom software development services, with a specialization in learning management systems (LMS), e-learning platforms, and educational technology solutions.

2. Services

Rizon provides custom software development services on a project basis. All work is scoped, agreed upon, and delivered according to a written proposal or statement of work (“SOW”) signed by both parties prior to engagement.

Services may include but are not limited to:

• Custom LMS and e-learning platform development
• School and training portals
• Corporate learning systems
• Platform audits, upgrades, and integrations
• Ongoing technical support and maintenance (where agreed)

3. Proposals and Statements of Work

Each project begins with a written proposal or SOW outlining scope, deliverables, timeline, and payment terms. The SOW takes precedence over these Terms in the event of a conflict specific to the project.

Any changes to scope must be agreed upon in writing and may result in revised timelines and additional fees.

4. Payment Terms

4.1 Invoicing

Payment schedules are defined in each SOW. Standard arrangements include a deposit prior to work beginning, with remaining payments tied to project milestones or delivery.

4.2 Late Payments

Invoices unpaid beyond 14 days of the due date may result in a pause of work. Rizon reserves the right to charge a late fee of 1.5% per month on overdue balances.

4.3 Currency

All invoices are issued in USD unless otherwise agreed in writing.

4.4 Refunds

Due to the custom nature of our work, deposits and milestone payments are non-refundable once work on that phase has begun. If Rizon is unable to complete a project due to circumstances on our end, any work not yet started will be refunded in full.

5. Intellectual Property and Code Ownership

Upon receipt of full payment for a project, the Client owns all custom code, designs, and deliverables produced by Rizon for that engagement. Rizon transfers all relevant intellectual property rights to the Client at that time.

Rizon retains the right to:

• Reference the project in its portfolio and marketing materials (without disclosing confidential business information)
• Reuse general methodologies, patterns, and non-client-specific know-how developed during the engagement

Third-party libraries, frameworks, and open-source components used in the build remain subject to their respective licenses. Rizon will disclose all such dependencies upon request.

6. Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement, including business logic, user data, pricing, and internal systems. This obligation survives the end of the project.

Rizon will not sell, share, or disclose Client data to third parties except as required by law or as necessary to perform the services (e.g., hosting providers, third-party APIs).

7. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary systems, credentials, and stakeholders
• Review and provide feedback on deliverables within the timeframes outlined in the SOW
• Ensure that any content, data, or materials provided to Rizon do not infringe third-party rights

Delays caused by the Client may result in revised project timelines. Rizon is not liable for delays attributable to the Client’s failure to provide required inputs.

8. Warranties and Representations

Rizon warrants that:

• Work will be performed professionally and in accordance with the agreed SOW
• Rizon has the right to enter into this agreement and is not bound by any conflicting obligations

Rizon does not warrant that deliverables will be entirely free of bugs or defects at delivery. A post-delivery support period (if included in the SOW) will be used to resolve reported issues at no additional charge.

9. Limitation of Liability

To the maximum extent permitted by law, Rizon’s total liability for any claim arising from or related to these Terms or any project shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.

Rizon is not liable for:

• Indirect, incidental, or consequential damages
• Loss of revenue, data, or business opportunities
• Issues arising from third-party services, APIs, or infrastructure outside Rizon’s control

10. Termination

Either party may terminate an engagement with 14 days written notice. In the event of termination:

• The Client owes payment for all work completed up to the termination date
• Rizon will deliver all completed work product to the Client upon receipt of outstanding payment
• Deposits and milestone payments for work already begun are non-refundable

Rizon may terminate immediately and without notice in cases of non-payment beyond 30 days or violation of these Terms.

11. Independent Contractor

Rizon operates as an independent contractor. Nothing in these Terms creates an employment, partnership, or joint venture relationship between Rizon and the Client.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

Any disputes arising from these Terms or a project engagement shall first be attempted to be resolved through good-faith negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration in Wyoming in accordance with the rules of the American Arbitration Association.

13. Changes to These Terms

Rizon reserves the right to update these Terms at any time. Updates will be posted on our website with a revised effective date. Continued engagement with Rizon after such updates constitutes acceptance of the revised Terms. Active projects in progress are governed by the Terms in effect at the time the SOW was signed.

14. Contact

For questions regarding these Terms, please contact:

Rizon LLC
Email: choaib.m@rizon.agency
Phone: +212 613 739 291
Website: rizon.agency