AAmniZen AI
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Terms of Service

Last updated: 10 June 2026

1. Introduction and definitions

These Terms of Service (“Terms”) govern your access to and use of the websites, content, and services provided by AmniZen AI and its affiliates (“AmniZen”, "we", or "us"). By using our site or engaging our services, you agree to these Terms.

Definitions:

  • “Services” — consulting, implementation, managed services, training, and related technology services.
  • “Client” — the entity that signs a Statement of Work (SOW) or Master Services Agreement (MSA) with us.
  • “Deliverables” — work product, code, documentation, configurations, and reports produced under a SOW.
  • “Confidential Information” — non-public business, technical, or financial information disclosed by either party.

2. Service descriptions and scope

AmniZen AI delivers services across the following areas:

  • AI Adoption Strategy & Roadmapping — executive training, use-case scoring, and implementation planning.
  • Microsoft Business Applications — Dynamics 365 Finance & Operations, Supply Chain, Sales, Customer Service, and Field Service implementation.
  • Power Platform Engineering — Power Apps, Power Automate, Power Pages, and Copilot Studio solutions.
  • Azure AI & Data — Azure OpenAI, AI Foundry, Microsoft Fabric, Data Lake, and integration services.
  • Managed Services — 24/7 application support, environment health monitoring, release management, and continuous improvement.

Exact scope, deliverables, timelines, fees, and SLAs are defined in a signed SOW or MSA. In the event of a conflict, the SOW/MSA prevails over these Terms.

3. Engagement models

We offer flexible commercial structures:

  • Time & Materials (T/M) — billed monthly based on actual effort at agreed rates. Best for exploratory or evolving scope.
  • Fixed Price — a fixed fee for a defined scope and acceptance criteria. Change requests are managed via a formal change-control process.
  • Managed Services (Subscription) — recurring monthly or annual fee covering defined support, monitoring, and enhancement tiers.
  • Hybrid — blended model (e.g., fixed-price implementation + ongoing managed-service retainer).

All fees are invoiced as set out in the SOW. Net-30 payment terms apply unless otherwise agreed. Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law).

4. Client responsibilities

The Client agrees to:

  • Provide timely access to relevant systems, data, stakeholders, and decision-makers.
  • Assign a dedicated project sponsor and subject-matter experts as required.
  • Review and approve deliverables within the timeframes specified in the SOW.
  • Maintain valid licences for Microsoft and third-party platforms used in the engagement.
  • Ensure all provided data and content do not violate applicable laws or third-party rights.

5. Intellectual property

Client IP. The Client retains all rights to its pre-existing data, content, trademarks, and proprietary systems.

AmniZen IP. We retain ownership of our methodologies, frameworks, tooling, reusable code libraries, and training materials. These are licensed to the Client on a non-exclusive, perpetual, royalty-free basis for internal use only.

Deliverables. Upon full payment, the Client receives ownership of bespoke deliverables created specifically for the Client under the SOW (excluding our underlying IP).

Open-source. We may incorporate open-source components governed by their respective licences (e.g., MIT, Apache 2.0). We will disclose any copyleft licences that could affect Client distribution rights.

6. Confidentiality and data protection

Both parties agree to hold Confidential Information in strict confidence for a period of five (5) years from disclosure (or indefinitely for trade secrets). Each party will use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

We process personal data in accordance with our Privacy Policy and applicable data-protection laws (including GDPR and equivalent regulations). Where we act as a processor, we execute a Data Processing Agreement (DPA) as an annex to the MSA.

7. Warranties and disclaimers

We warrant that:

  • Services will be performed in a professional and workmanlike manner consistent with industry standards.
  • Deliverables will materially conform to the specifications set out in the SOW for ninety (90) days from acceptance.
  • We have the right to grant the licences described in Section 5.

Disclaimer. EXCEPT AS EXPRESSLY STATED ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that AI-generated outputs will be error-free, complete, or suitable for any specific regulatory or legal purpose without human review.

8. Limitation of liability

To the fullest extent permitted by law:

  • Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits or data loss).
  • Our total aggregate liability arising out of or relating to any SOW shall not exceed the total amount paid by the Client under that SOW in the twelve (12) months preceding the claim.
  • The above limitations do not apply to: (i) breach of confidentiality; (ii) gross negligence or willful misconduct; (iii) indemnification obligations; or (iv) amounts that cannot be limited under applicable law.

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other from third-party claims arising out of: (a) the indemnifying party’s breach of these Terms; (b) the indemnifying party’s violation of applicable law; or (c) infringement of intellectual-property rights by materials supplied by the indemnifying party.

10. Term and termination

These Terms remain in effect for the duration of the applicable SOW. Either party may terminate a SOW for material breach with thirty (30) days’ written notice (or ten (10) days for payment default). Upon termination:

  • The Client pays for all Services performed and expenses incurred up to the termination date.
  • We return or destroy the Client’s Confidential Information upon request (except where retention is required by law).
  • Sections 5, 6, 8, 9, and 11 survive termination.

11. Governing law and dispute resolution

These Terms and any SOW are governed by the laws of the State of New Jersey, USA, without regard to conflict-of-laws principles. Any dispute shall first be attempted to be resolved through good-faith negotiation. If unresolved within sixty (60) days, either party may initiate binding arbitration under the rules of the American Arbitration Association (AAA) in Newark, NJ. The arbitrator’s decision is final and binding. Nothing prevents either party from seeking injunctive relief in a court of competent jurisdiction.

12. Force majeure

Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labour disputes, internet or telecommunications failures, pandemic, or government action.

13. General provisions

Entire agreement. These Terms, together with the applicable SOW/MSA and DPA, constitute the entire agreement between the parties regarding the subject matter.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

Waiver. No waiver of any provision is effective unless in writing. Failure to enforce a provision does not waive future enforcement.

Assignment. We may assign these Terms to an affiliate or in connection with a merger or acquisition. The Client may not assign without our prior written consent.

Notices. Notices must be in writing and sent to the addresses on file or via email to the designated contacts.

14. Contact us

For questions about these Terms, contact us at info@amnizen.com or through our Contact page.