Terms of Service

“Abaxys”, “we”, “us”, “our” — Abaxys Tech LLC, a North Carolina limited liability company.

“Client”, “you”, “your” — the entity engaging Abaxys for services.

If you have a signed MSA with us, the MSA controls. If you have a signed SOW, the SOW controls for the matters it covers. These Terms of Service fill in anywhere a signed agreement is silent.

Order of precedence (highest first): MSA > SOW > these Terms of Service.

“Services” means any work we deliver under a signed SOW. This includes — without limiting what we and the Client can agree to in an SOW — strategic advisory, software engineering, AI/ML development, data engineering, governance design, and managed operations.

Our services are delivered through one of two commercial structures:

(a) Tiered engagement — Build / Launch / Grow / Scale — for AI-Accelerated Delivery (our Spec-to-Scale Engineering method).

(b) Project-based or retainer engagements — for AI Governance, Agentic AI, and Data Engineering capabilities.

Specific deliverables, milestones, and timelines live in the SOW.

Fees are set in the SOW. We do not publish rate cards.

Default payment terms (overridable in the SOW):

• Tier 1 (Build) and Tier 2 (Launch): flat fees invoiced at engagement start and at defined milestones.
• Tier 3 (Grow): monthly platform fee, invoiced monthly in advance.
• Tier 4 (Scale): platform fee + usage-based charges, invoiced monthly.
• Project / retainer engagements: as defined in the SOW.

Invoices are due net-30 from invoice date unless the SOW says otherwise. Late payments may incur interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend services for accounts more than 30 days past due, after written notice.

All amounts are exclusive of taxes. The Client is responsible for any sales, use, GST, VAT, or similar taxes on the services, except taxes based on Abaxys’s net income.

To deliver on time and on spec, we need the Client to:

• Provide the access, data, decisions, and stakeholder time the SOW says they will provide.
• Designate a point of contact empowered to make scope decisions.
• Review deliverables and provide feedback within the windows defined in the SOW.
• Pay invoices when they are due.

Delays in any of the above may shift the delivery timeline. We do not charge for our wait time, but we cannot compress our work to absorb client-side delays.

The Client owns the deliverables we produce specifically for them under the SOW (custom code, configurations, data models, documentation), subject to (a) full payment of all fees due and (b) the carve-outs below.

We retain ownership of:

• Our products (AbaxysERP, Axiom Gateway, AIvoryHR + Zeya, Yinatra, DAEFODIL, ZingCRM) and any future Abaxys products.
• Our pre-existing tools, libraries, frameworks, and capability patterns (the “Abaxys Platform”), regardless of whether they are used in the delivery of Client work. The Client receives a non-exclusive, perpetual, worldwide license to use these in connection with the delivered system.
• Generic know-how, methods, and learnings developed in the course of the engagement, provided we do not use them in a way that exposes Client confidential information.

Open-source components retain their own licenses. We disclose the material open-source components in the deliverables.

Each party will protect the other party’s confidential information with at least the care it uses for its own confidential information, and not less than reasonable care. Confidential information may only be used to perform the engagement and may not be shared outside the receiving party except to employees, contractors, and advisors who need to know it and are bound by equivalent confidentiality terms.

Confidentiality obligations survive termination for 3 years, except for trade secrets, which are protected for as long as they remain trade secrets.

This section does not restrict information that is (a) public through no fault of the receiving party, (b) independently developed without use of the disclosing party’s information, (c) lawfully received from a third party without confidentiality obligations, or (d) required to be disclosed by law (with notice to the disclosing party where permitted).

Where we process personal data on behalf of the Client, we do so as a processor under the Client’s instructions, governed by a separate Data Processing Agreement (DPA). The DPA is incorporated by reference into the SOW. If the Client requires GDPR, UK GDPR, or DPDP Act-compliant processing terms, we will execute the relevant addendum.

Each party warrants that it has the authority to enter into this agreement and that performance does not violate any other obligation.

We warrant that services will be performed in a workmanlike manner consistent with industry standards. If services fail to meet this standard, our sole obligation is to re-perform them at no additional charge, provided the Client notifies us within 30 days of the relevant deliverable.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, ABAXYS PROVIDES THE SERVICES “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED OUTPUTS MAY CONTAIN ERRORS; THE CLIENT IS RESPONSIBLE FOR REVIEWING AI-GENERATED CONTENT BEFORE RELYING ON IT IN PRODUCTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT IS CAPPED AT THE FEES PAID BY THE CLIENT TO ABAXYS UNDER THE RELEVANT SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITS DO NOT APPLY TO (a) AMOUNTS OWED FOR FEES, (b) BREACHES OF CONFIDENTIALITY, (c) WILLFUL MISCONDUCT OR FRAUD, OR (d) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

We will defend the Client against third-party claims that the deliverables, as delivered, infringe a U.S. patent, copyright, or trademark, and pay damages and costs awarded by a court or agreed in settlement. Our obligation does not apply to claims arising from (a) Client-supplied content or instructions, (b) modifications to the deliverables made without our written consent, or (c) combination of the deliverables with materials we did not provide where the combination causes the infringement.

The Client will defend Abaxys against third-party claims arising from (a) Client-supplied content, data, or instructions, (b) the Client’s use of the deliverables in violation of these terms or applicable law, and (c) the Client’s products or services that incorporate the deliverables.

The agreement starts when the SOW is signed and continues until services are complete or until terminated.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Either party may terminate immediately on written notice if the other becomes insolvent or files for bankruptcy.

For tier-based engagements (Grow, Scale), either party may terminate for convenience on 60 days’ written notice. The Client pays for services delivered through the effective termination date.

Sections 5 (IP), 6 (Confidentiality), 8 (Warranties), 9 (Liability), 10 (Indemnification), and 12 (Governing law) survive termination.

The agreement is governed by the laws of the State of North Carolina, USA, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Guilford County, North Carolina, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

For Clients headquartered outside the United States, the parties may agree in the SOW to alternative governing law and dispute resolution (arbitration under ICC, SIAC, or LCIA rules, in a mutually agreed seat).

• Independent contractors. Nothing creates an employment, agency, partnership, or joint-venture relationship.
• Assignment. Neither party may assign without the other’s consent, except to a successor by merger, acquisition, or sale of substantially all assets.
• Notices. Notices must be in writing and sent to the addresses in the SOW or, if not specified, to hello@abaxystech.com.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement. The MSA, SOW, and these terms are the entire agreement between the parties on the subjects they cover, and supersede prior agreements on those subjects.
• Severability. If any provision is unenforceable, the rest of the agreement remains in effect.
• No waiver. A waiver of any breach is not a waiver of any later breach.

hello@abaxystech.com

Abaxys Tech LLC, 1451 South Elm - Eugene Street, Suite #2009, Greensboro, NC 27406, USA