Terms & Conditions

Scope of Agreement

The Terms and Conditions ("Terms") contained herein shall supplement all quotations, proposals, statements of work, or other specifications ("Specification") made by or accepted by AZ Group Holdings LLC, doing business as AZ Innovations ("AZ"). These Terms may in some instances conflict with terms and conditions affixed in other documents issued by the Client. In such case, the Terms contained herein shall govern, and acceptance of Client's order is conditioned upon Client's acceptance of these Terms. AZ's failure to object to provisions contained in any communication from Client shall not be deemed a waiver of the provisions herein. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, proposals, discussions, and communications, written or oral. Any changes to the Terms contained herein must specifically be agreed to in writing and signed by an officer of AZ Group Holdings LLC before becoming binding on either party. These Terms shall be in effect from the date of submission of the Specification by AZ until Client has made payment for all corresponding products and services and all other terms of this Agreement have been satisfied. If any provision of these Terms is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect.

Prices, Taxes, and Quotations

All prices are exclusive of any present or future sales taxes, import duties (including brokerage fees), or any tax applicable to the sale of any product or service. Such taxes, when applicable, shall be paid by Client unless Client provides a proper tax exemption certificate. A fixed fee stated on a Specification is firm for 30 days from the date of the quotation. Once Client accepts it in writing, that fee does not change for the scope described. If Client asks for work outside that scope, AZ quotes the additional scope as a separate fixed fee before starting it. AZ may withdraw a quotation before acceptance if it contains a clerical error, and will say so in writing.

Purchase and Payment Terms

Requests made by Client, whether made by oral, written, or other means, constitute agreement by Client to make full payment for any invoices presented for the products or services requested, in accordance with the payment terms defined on the corresponding Specification (in the absence of such terms, terms are NET 20). AZ reserves the right to invoice Client upon and for each service rendered or product delivered. Client cannot refuse to make payment for partial delivery of services or products. Client shall pay all charges on the established terms, including reasonable pass-through charges for third-party software licenses or subscriptions procured on Client's behalf.

If Client fails to pay an invoice when due per the stated payment terms, Client shall pay interest on any unpaid balance at a rate of 1.5% per month (18% annually) from the due date until the payment date. Client also agrees to pay all costs and reasonable attorney's fees incurred in the collection of any past-due balances.

Client must provide written notice of any disputed charge within 20 days of the date of issuance of the invoice in question. Charges not disputed within that window are treated as accepted. The dispute must include the invoice number in dispute, the items and amounts disputed, and a complete description of the basis for withholding payment. Notice of a disputed charge does not release Client from the obligation of paying any remaining balance of the invoice under the terms specified. Upon resolution of the disputed charge, AZ will issue a credit memo to Client or Client will pay the total amount outstanding referenced by the dispute. If a disputed charge is resolved in AZ's favor, late payment interest applies to the disputed amount from the original due date.

Cancellations and Third-Party Licenses

Services engagements cancelled by Client after work has begun remain billable for all work performed and for non-recoverable costs already committed on Client's behalf. Fixed-fee diagnostics and assessments are invoiced per the corresponding Specification regardless of whether Client elects to proceed with any recommended remediation.

Third-party software licenses, subscriptions, and special orders procured by AZ on Client's behalf are non-refundable except to the extent the respective supplier's policy allows, and any refund or credit available to Client is limited to what the supplier actually grants. Ownership of and responsibility for third-party products remains with the respective supplier.

Suspension for Non-Payment

If Client's account remains past due beyond the payment terms stated on the corresponding Specification, AZ may, after written notice, suspend work and withhold unreleased deliverables, reports, and documentation until the outstanding balance is paid. Suspension does not relieve Client of the obligation to pay for work already performed, and anticipated delivery dates are extended by the duration of any suspension.

Warranty and Liability

AZ warrants to Client that services rendered by AZ shall be performed in a skillful and professional manner commensurate with the requirements of the effort. Client shall notify AZ in writing within thirty (30) days after completion of the services in question when any of the services fail to conform to the standard of care set forth in this Agreement. The passage of the thirty (30) day period after completion of the services without the notification described herein shall constitute Client's final acceptance of the services.

With respect to third-party software, licenses, or subscriptions procured for Client, AZ makes no warranties in addition to or exceeding those offered by the respective supplier, which are passed through to Client to the extent transferable, and Client's recovery for such items is limited to recovery against the supplier. At Client's request, AZ will take actions reasonably appropriate to help Client exercise its rights under such third-party warranties or support agreements. Work that falls outside a supplier's warranty or support scope is not included in the fixed fee for the engagement. AZ quotes that work as a separate fixed fee and starts it only after Client accepts the quote in writing.

AZ shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, when such delay is due to the elements, acts of God, acts of the Client, acts of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of AZ. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

Limitation of Liability

The warranty provided by AZ is specifically limited as described herein. No other warranty, expressed or implied, including but not limited to merchantability or fitness for a particular purpose, is made and none shall be imputed or presumed. In no event shall AZ be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the provision of or failure to provide services, even if AZ has been advised of the possibility of such damages. The entire liability of AZ, and Client's exclusive remedy for all of the foregoing, shall be limited to the total value of this Agreement. These limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Assignment and Subcontracting

The senior engineer who scopes an engagement performs the assessment, the analysis, and the recommendations. AZ may subcontract discrete, non-advisory tasks only with Client's prior written consent. AZ may assign this Agreement only in connection with a sale or reorganization of its business.

Confidentiality

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge, or communicate to any third party any information of the other it reasonably knows to be confidential, or that has been specifically identified as confidential or proprietary. On payment in full, Client owns the reports, documentation, and configuration records AZ delivers under the corresponding Specification, and may share them with any staff, auditor, or successor provider Client chooses. AZ keeps ownership of its own templates, scripts, and methods and may reuse them.

Notices

Any notice under this Agreement must be in writing. Notice to AZ is submitted through the contact page and is effective on the date of submission. Notice to Client is effective when sent to the email address stated on the corresponding Specification.

Waiver

Failure by AZ to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right, nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

Applicable Law

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Tennessee, USA. Any dispute arising from these Terms shall be resolved exclusively in the state and federal courts located in the State of Tennessee.