Legal
Effective Date: March 5, 2026 · Tzastech Inc. · support@tzastech.com
Master agreement governing all services provided by Tzastech Inc.
This Service Agreement ("Agreement") is entered into between Tzastech Inc., a Georgia corporation ("Service Provider"), and the undersigned client ("Client"). This Agreement governs all services rendered by Tzastech Inc. and supersedes any prior verbal or written understandings unless explicitly incorporated herein.
The specific services, deliverables, timelines, and pricing for each engagement shall be set forth in a Statement of Work ("SOW") or Order Form signed by both parties. Services include but are not limited to:
No work shall commence until both parties have executed the applicable SOW and the required deposit has been received.
A non-refundable deposit of fifty percent (50%) of the total project fee is due before work commences. The remaining balance is due upon project completion and before delivery of final files or deployment.
Monthly service fees are billed on an anniversary basis — invoices are due on the same calendar day each month as the original service start date (the “Anniversary Date”). The first month’s payment is due before services commence. Services will not be rendered until payment is received.
Contract clients are billed monthly on their Anniversary Date for the duration of the contract term. A deposit of fifty percent (50%) of the first month’s rate is due upon signing to reserve services; the remaining balance is due on the first Anniversary Date. Contract rates are locked for the signed term.
Invoices not paid within fifteen (15) days of the due date will accrue a late fee of 1.5% per month (18% annually) on the outstanding balance. Tzastech reserves the right to suspend services on any account more than fifteen (15) days past due, without liability to the Client for resulting delays or losses.
If the Client disputes any portion of an invoice, written notice must be provided to Tzastech within five (5) business days of receipt. Undisputed amounts remain due on their original due date.
Either party may terminate month-to-month services with thirty (30) days written notice. The Client remains responsible for all fees through the end of the notice period.
Upon cancellation of a fixed-term contract, an early termination fee equal to three (3) months of the contracted monthly rate is due within fifteen (15) days of the cancellation notice. All outstanding balances also become immediately due. Early termination does not entitle the Client to a refund of any amounts already paid.
Tzastech may terminate with fourteen (14) days written notice, or immediately in the event of: (a) Client's material breach not cured within seven (7) days of notice; (b) failure to pay any amount due; or (c) Client conduct deemed abusive or unlawful. Termination without cause entitles the Client to a pro-rated refund of prepaid fees for unrendered services.
Each project includes the revision rounds specified in the applicable SOW or service tier. A revision round is one (1) consolidated set of feedback submitted after a deliverable phase. Additional revisions are billed at Tzastech's standard hourly rate, quoted in advance.
Scope changes must be documented in a written change order signed by both parties before additional work begins. Verbal approvals for scope changes are not binding on Tzastech.
Upon receipt of full payment, Tzastech assigns to the Client all rights in the custom deliverables created specifically for that Client. Prior to full payment, no ownership rights transfer.
Tzastech retains ownership of all proprietary tools, frameworks, templates, and methodologies. Open-source and third-party components are subject to their respective licenses, which the Client agrees to comply with.
Both parties agree to hold in strict confidence any proprietary or non-public information received from the other party and to use such information solely for fulfilling obligations under this Agreement. This obligation survives termination for three (3) years.
The Client agrees to:
Delays caused by the Client may extend project timelines and incur additional fees.
On-site IT support is available within twenty (20) miles of Brunswick, Georgia. Travel beyond this radius may be accommodated at an additional fee quoted in advance. The Client is responsible for ensuring safe, appropriate access to systems and premises for on-site visits.
Tzastech warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty does not cover issues caused by Client modifications, third-party software, hardware failures, or events outside Tzastech's reasonable control.
The Client agrees to indemnify, defend, and hold harmless Tzastech Inc. and its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of: (a) Client-provided materials that infringe third-party rights; (b) Client's breach of this Agreement; or (c) Client's misuse of deliverables.
Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including acts of God, natural disasters, power outages, government actions, pandemics, or internet disruptions. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.
This Agreement is governed by the laws of the State of Georgia. The parties agree to attempt good-faith resolution before formal proceedings. Unresolved disputes shall be submitted to binding arbitration in Georgia under the rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction.
This Agreement, together with any executed SOW or Order Form, constitutes the entire agreement between the parties and supersedes all prior negotiations or understandings. Amendments must be in writing and signed by both parties.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Contact us to discuss your project or service needs. Once scope and terms are agreed upon, you will receive a Statement of Work to review and sign before work begins.
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