Last updated: 15th February 2025
These Terms & Conditions apply to all services provided by Azon Labs.
By accepting a proposal submitted by Azon Labs and agreeing to commence work, the Client acknowledges and agrees to be bound by the Azon Labs Terms and Conditions. No work will begin unless the Client has agreed to the Terms and Conditions. If the Client does not agree, they must notify Azon Labs in writing before work commences. Failure to provide such notice constitutes acceptance of the Terms and Conditions.
- Service Overview
Azon Labs is a software development company. We offer web, mobile, and custom technology development services, including UI/UX design, backend systems, and cloud infrastructure. By engaging with Azon Labs, the Client agrees to these Terms & Conditions in full. - Scope of Work
All projects or service engagements will be based on an agreed Scope of Work (SOW), proposal, or monthly retainer plan. Monthly plans are subject to the available capacity and time allocation defined for that month. Services outside the agreed scope may incur additional costs and time. - Change Requests
Any feature request, revision, design alteration, or priority shift communicated during the course of the project will be treated as a Change Request. Azon Labs reserves the right to update the scope, price, and delivery timeline accordingly. Verbal, written, or implied communication may trigger a Change Request. - Payment Terms
4A. 30-50% upfront payment is mandatory for all fixed-cost or retainer-based projects.
4B. High risk projects can be charged upto a 100% upfront payment before commencing
4C. Invoices must be paid within 7 calendar days of issue.
4D. Late payments will incur a 5% monthly penalty.
4E. Accepted methods: Bank Transfer, EFT (Canada), ACH (USA), or Stripe.
4F. Azon Labs reserves the right to pause services, disable access, or withhold deliverables if invoices remain unpaid beyond 10 days.
4G. By providing your payment information, you expressly authorise Azon Labs to charge your stored payment method for any unpaid invoices or fees arising under the Service Agreement or related agreements. You consent to off-session charges and acknowledge that invoices will be issued electronically and available for review prior to any charge.
- Intellectual Property (IP)
5A. IP is transferred only after full payment is received for the associated billing cycle or milestone.
5B. For monthly retainer contracts, all IP created within a paid cycle is assigned to the Client, conditional upon timely payment of all associated invoices for that period. Ownership is deemed fully transferred only for cycles that have been fully paid and where the Client remains in good financial standing. In events of IP hold due to non-payment, Azon Labs reserves the right to revoke and reclaim IP that was previously assigned
5C. Until all payments are made, Azon Labs retains sole custody and ownership of all deliverables. The Client may not use, deploy, distribute, or commercialize any work until ownership is officially transferred. Clients are allowed to however deploy, distribute, and commercialize work that is being produced on a monthly retainer or service fee as long as the client remains in good financial standing.
5D. If the Client fails to pay any invoice within 30 calendar days, Azon Labs may revoke licenses, reclaim IP, disable access, or repurpose/sell assets to recover damages
5E. If a Client wishes to terminate the relationship with Azon Labs, IP is only fully transferred to client after payment of all outstanding invoices and selection of an IP return/destroy process. Failure to comply results in enforcement to recover damages to Azon Labs.
- Testing and Acceptance
Clients have 7 calendar days to test and approve work after delivery. If no feedback is received within that window, the work will be considered accepted. Revisions requested after this window may be billable. - Post‑Delivery Support
Ongoing maintenance, patches, or bug fixes are not included unless specified in the SOW or an active support agreement. Post‑delivery support is available on a separate paid basis. - Client Responsibilities
The Client agrees to:
• Assign a dedicated point of contact
• Provide clear and consolidated feedback
• Respond to emails, queries, and reviews within a reasonable timeframe
• Deliver all necessary assets, credentials, and access when requested
Client delays may result in missed timelines and additional costs. - Limitation of Liability
Azon Labs is not liable for indirect damages such as data loss, downtime, or lost profits. Total liability is limited to the amount paid by the Client in the 60 days prior to the claim. - Non-payment & non-compliance
10A. If the client fails to meet payment obligations—whether partially or in full—any and all intellectual property, work product, source materials, datasets, documentation, deliverables, and derivative output produced by Azon Labs, including the entirety of the product being developed and all associated rights, titles, and interests in that product, may automatically revert to Azon Labs as collateral to offset outstanding invoices, administrative burden, operational disruption, and enforcement-related costs.
10B. In addition to payment failure, if the client fails to maintain required communication, fails to comply with operational or procedural requirements, or fails to initiate any mandatory return, transfer, or destruction protocol during an active IP hold or service suspension, Azon Labs may enact further enforcement measures as permitted under this agreement.
10C. During any active hold, suspension, dispute, or period of non-compliance, any continued use, modification, replication, distribution, transfer, commercialization, or reliance on the affected intellectual property or product constitutes a material breach. Such breach authorizes Azon Labs to reclaim ownership, restrict access, freeze operations, repurpose or resell the technology, terminate client rights, and pursue any enforcement actions necessary to protect Azon Labs interests without additional notice. - Governing Law
These Terms & Conditions are governed by the laws of the Province of Ontario, Canada. Legal disputes shall be handled in the courts located in Toronto. - Force Majeure
Azon Labs is not liable for delays or failures caused by events beyond its control, including but not limited to natural disasters, wars, internet outages, pandemics, or government restrictions. - Independent Contractor
Azon Labs operates as an independent contractor. This agreement does not create a joint venture, partnership, or employer‑employee relationship. - Termination
Azon Labs reserves the right to suspend or terminate services if the Client violates any terms, including non‑payment, abusive behavior, or repeated scope violations. - Confidentiality
Both parties agree to keep all business, technical, and financial information confidential, including source code, trade secrets, and internal documents. This obligation survives termination of services indefinitely.
Azon Labs reserves the right to update or modify these Terms & Conditions at any time to reflect changes in business practices, service offerings, or applicable laws. Any material changes will be communicated to affected Clients via email. Clients will have 30 calendar days from the date of such notification to review the changes and raise any objections or concerns. Continued use of Azon Labs' services after the 30-day period shall constitute acceptance of the revised terms. If a Client does not agree to the updated terms, they must notify Azon Labs in writing within the notice period to discuss potential exemptions or discontinuation of service.
