Terms of Service

1. Acceptance and Scope of Terms

1.1 Binding effect of these Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you and AZ12 GROUP LLC. By accessing the website az12group.com or by engaging AZ12 GROUP LLC for professional services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

1.2 Scope

These Terms govern your access to and use of az12group.com and all professional services provided by AZ12 GROUP LLC, unless a specific written engagement agreement or Statement of Work specifies otherwise.

1.3 Modifications to Terms

AZ12 GROUP LLC may modify these Terms from time to time. Any material modification will be communicated through a reasonable notice posted on az12group.com, and the updated Terms shall take effect as of the effective date indicated thereon. Continued use of the website or services following publication of revised Terms constitutes acceptance of such Terms.

2. Services Description

2.1 Professional consulting

AZ12 GROUP LLC provides professional consulting and advisory services in the fields of technology consulting, digital process automation, systems integration, and workflow optimization.

2.2 Custom engagements only

All services are delivered through custom engagements. AZ12 GROUP LLC does not sell packaged products, templated deliverables, or subscription-based software.

2.3 No guarantee of specific outcomes

Services are delivered with reasonable skill and care. AZ12 GROUP LLC makes no representation or guarantee as to specific business outcomes, returns on investment, or performance metrics resulting from the use of deliverables.

3. Engagement Process

3.1 Scoping conversation

Every engagement begins with a structured scoping conversation, provided at no fee, intended to identify the nature, scope, and feasibility of a potential project.

3.2 Written proposal and Statement of Work

Following the scoping phase, AZ12 GROUP LLC issues a written proposal and, upon mutual acceptance, a Statement of Work (the "SOW") detailing scope, deliverables, timeline, fees, and specific terms applicable to the engagement.

3.3 SOW prevails

In the event of any conflict between these Terms and an applicable SOW regarding scope, deliverables, timeline, or fees, the SOW shall prevail.

3.4 Work commencement

Work commences only after the SOW has been countersigned by both parties and, where applicable, the initial deposit has been received by AZ12 GROUP LLC.

4. Fees, Invoicing, and Payment

4.1 Fees

Fees for the services are specified in the applicable SOW.

4.2 Currency

Unless otherwise agreed in writing, all fees are denominated and payable in United States Dollars (USD).

4.3 Payment methods

Payments may be made by bank transfer, card payment processing, or any other method specified in the applicable invoice.

4.4 Payment term

Unless the applicable SOW specifies otherwise, the standard payment term is net 14 days from the invoice date.

4.5 Late payment

Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until fully paid. The client shall reimburse reasonable collection costs, including attorneys' fees.

4.6 Disputed amounts

The client shall notify AZ12 GROUP LLC in writing within 10 calendar days of the invoice date of any disputed amounts. Undisputed amounts remain payable as invoiced.

5. Taxes

5.1 Taxes excluded

All fees are exclusive of any applicable sales, use, value added, withholding, or similar taxes.

5.2 Client responsibility

The client is responsible for the payment of all such taxes, other than taxes based on the net income of AZ12 GROUP LLC.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains all right, title, and interest in and to its pre-existing intellectual property.

6.2 Deliverables

Ownership and licensing of deliverables are specified in the applicable SOW. In the absence of a contrary provision, AZ12 GROUP LLC grants the client a perpetual, non-exclusive license to use the final deliverables for the client's internal business purposes upon full payment of all applicable fees. AZ12 GROUP LLC retains all right, title, and interest in and to generic components, frameworks, tools, and methodologies used in the performance of the services.

6.3 Feedback

AZ12 GROUP LLC may incorporate, without restriction or obligation, client feedback, suggestions, and general know-how into its general practice.

6.4 Trademarks

Nothing in these Terms grants any party any right to use the other party's trademarks, trade names, or logos without prior written consent.

7. Confidentiality

7.1 Mutual obligation

Each party undertakes to hold the Confidential Information of the other party in strict confidence and not to disclose it except as permitted under these Terms.

7.2 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally, or in any other form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; (b) was independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (c) was lawfully received from a third party without any obligation of confidentiality.

7.4 Permitted disclosures

A party may disclose Confidential Information to the extent required by applicable law or legal process, provided that it gives the other party reasonable prior notice, where permitted, so that the other party may seek a protective order or other appropriate remedy.

7.5 Term

Confidentiality obligations shall remain in effect for the duration of the engagement and for a period of five (5) years thereafter.

8. Data Protection and Privacy

8.1 Privacy Policy

The Privacy Policy published at az12group.com is incorporated into these Terms by reference and describes how AZ12 GROUP LLC processes personal data.

8.2 Data Processing Agreement

Where, in the performance of services, AZ12 GROUP LLC processes personal data on behalf of the client, a Data Processing Agreement shall apply in addition to these Terms.

8.3 Compliance

Each party shall comply with applicable data protection and privacy laws, including, where applicable, the General Data Protection Regulation and the California Consumer Privacy Act.

9. Warranties

9.1 Professional performance

AZ12 GROUP LLC warrants that the services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

9.2 Authority

Each party warrants that it has the authority to enter into these Terms and any applicable SOW.

9.3 Express disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". AZ12 GROUP LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate cap

THE AGGREGATE LIABILITY OF AZ12 GROUP LLC ARISING OUT OF OR RELATED TO THESE TERMS OR ANY APPLICABLE SOW SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO AZ12 GROUP LLC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations set forth in this Section 10 shall not apply to liability arising from gross negligence, willful misconduct, or to any liability that cannot be limited or excluded under applicable law.

11. Indemnification

11.1 By client

The client shall indemnify, defend, and hold harmless AZ12 GROUP LLC against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to client data, client materials, or the client's use of the deliverables in breach of these Terms or any applicable SOW.

11.2 By AZ12 GROUP LLC

AZ12 GROUP LLC shall indemnify, defend, and hold harmless the client against any third-party claims alleging that the deliverables, as delivered by AZ12 GROUP LLC and used in accordance with these Terms, infringe the intellectual property rights of such third party. This obligation does not apply to claims arising from: (a) modifications of the deliverables not made by AZ12 GROUP LLC; (b) combinations with materials not supplied by AZ12 GROUP LLC; or (c) use outside the scope of the applicable SOW.

12. Term and Termination

12.1 Term

The term of each engagement is specified in the applicable SOW.

12.2 Termination for convenience

Either party may terminate an engagement for convenience upon thirty (30) days' prior written notice. Fees for work actually performed up to the effective date of termination remain due. Any undelivered pre-paid amounts shall be refunded pro-rata.

12.3 Termination for cause

Either party may terminate an engagement immediately upon written notice in the event of a material breach by the other party that remains uncured fifteen (15) days following receipt of written notice describing the breach.

12.4 Effect of termination

Upon termination, each party shall return or destroy the Confidential Information of the other party. Provisions that by their nature survive termination (including Sections 4, 6, 7, 9, 10, 11, 19, and 20) shall continue in force.

13. Force Majeure

13.1 Excused performance

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control.

13.2 Examples

Such events include, without limitation: natural disasters, acts of government, war, terrorism, cyber attacks, pandemics, internet outages, and utility outages.

13.3 Notification and mitigation

The affected party shall notify the other party promptly of the force majeure event and shall take reasonable steps to mitigate its effects.

14. Non-Solicitation

14.1 Restriction

During the engagement and for a period of twelve (12) months thereafter, neither party shall directly solicit for employment the personnel of the other party who were involved in the engagement. This restriction does not apply to general public advertisements not specifically directed at such personnel.

15. Independent Contractor Relationship

15.1 Independent contractor

AZ12 GROUP LLC is engaged as an independent contractor. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, or employment relationship between the parties.

16. Compliance with Laws

16.1 General compliance

Each party shall comply with all applicable laws, regulations, and codes of conduct in connection with these Terms.

16.2 Export controls and sanctions

The client shall not use the services in violation of United States export control laws or applicable economic sanctions, including use in or for the benefit of embargoed jurisdictions or sanctioned persons.

17. Assignment

17.1 Consent required

Neither party may assign these Terms or any applicable SOW without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a merger, consolidation, or sale of substantially all of its assets.

18. Notices

18.1 Email

Notices sent by email shall be deemed effective upon transmission to the email addresses specified in the applicable SOW or, failing that, to legal@az12group.com .

18.2 Postal

Postal notices shall be deemed effective upon receipt at the principal offices of the receiving party.

19. Governing Law

19.1 New Mexico law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law principles.

19.2 CISG excluded

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20. Dispute Resolution

20.1 Informal resolution

Prior to initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms for a period of thirty (30) days.

20.2 Binding arbitration

Any unresolved dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

20.3 Seat

The seat of arbitration shall be Albuquerque, New Mexico.

20.4 Language

The language of the arbitration shall be English.

20.5 Judgment

Judgment on the arbitral award may be entered in any court of competent jurisdiction.

20.6 Equitable relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

20.7 Class action waiver

All disputes shall be resolved on an individual basis. The parties waive any right to participate in class, collective, or representative actions.

21. Severability

21.1 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

22. Waiver

22.1 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other breach.

23. Entire Agreement

23.1 Entire agreement

These Terms, together with any applicable SOW and any policies incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior communications and agreements.

24. Contact Information

AZ12 GROUP LLC 1209 Mountain Road Pl NE, Ste R Albuquerque, NM 87110 United States

Legal notices: legal@az12group.com
General inquiries: contact@az12group.com