1. Acceptance of Terms: These terms and conditions (the “Terms”) govern all sales of goods and services, including but not limited to software, hardware, any software as a service subscription, and related support and training services. Professional Services as further defined below (collectively, the “Products”), by The Dragon People / Accelerated Workflow Solutions, A Division of A.I. Smarter World, Inc. (the “Company”). The term “Client” refers to the individual and/or entity purchasing Products from the Company, and the Company and Client shall collectively be referred to as the “Parties.” Any request for Products by the Client, whether through acceptance of a proposal, purchase on Company or 3rd Party website, or another mutually agreed written method (the “Order”), constitutes acceptance of these Terms. This includes an agreement to conduct business electronically. Any conflicting or additional terms in any Order or other communication from the Client are hereby rejected unless expressly agreed to in writing by a Vice President, Executive Vice President, Controller, CFO, CEO (the “Officer”) of the Company.
  2. Delivery of Services and Scheduling: All services scheduled by the Company must be canceled with at least 24-hour advance notice; otherwise, the Client may be charged up to the full amount of the time allotted for any Product including without limitation, training, optimization, workflow consulting, project management, and training (the “Professional Services”). At the sole discretion of the Company, the Company will attempt to mitigate damages and reduce or eliminate potential fees to the Client by attempting to transfer all or parts of the Professional Services allocated to Client’s agreed delivery time with another client. When rescheduling a missed appointment, all fees for a missed mutually agreed scheduled appointment for Professional Services service are due via the payment method from the Order.
  3. Onsite Professional Service Delivery: If applicable, all costs related to travel for an onsite Professional Services delivery, including without limitation, hotel expenses, rental car or car service, mileage fees per federal or state mandates, per diem fees, and the like (the “Travel Expenses”) associated with the Order will be estimated on or about time of proposal being sent and shall be preapproved by the Client, actual Travel Expenses will be booked upon Order acceptance and may vary based upon availability. If actual Travel Expenses are higher than estimated, the Company will make its best effort to provide reasonable pricing and confirm approval for all increases in advance of booking said travel. Travel Expenses are nonrefundable. If travel services are canceled at least 24 hours in advance of services, the Company will attempt to cancel applicable travel expenses to the benefit of the Client, but the Company is not liable for any expenses incurred. If the Company’s Professional Service provider is already arrived at or in transit to vicinity of Client when the Client cancels or delays Professional Services, in addition to any expenses related to lost Professional Services as outlined in paragraph 2, the Client is responsible for any additional Travel Expenses related to said delay.
  4. Agency Relationship: When designated as an agent through a separate click to accept agreement, the Company may act on behalf of the Client to procure Products and services, accept End User License Agreements (EULAs), and agree to supplier or manufacturer agreements.
  5. Handling of Personal Healthcare Information (“PHI”): The Client acknowledges that it shall not utilize actual PHI in its interactions with the Company and shall instead utilize generic test data. In any instance where the use of PHI is necessary for Product delivery, it shall be the Client’s sole responsibility to initiate and enter into a Business Associate Agreement (“BAA”) with the Company. A template BAA for this purpose may be accessed at the following link HERE. The Client expressly agrees to assume all responsibility and to indemnify and hold the Company harmless from and against any claims, penalties, liabilities, or expenses arising out of or in connection with the Client’s failure to provide a valid BAA, unauthorized disclosure of PHI, or any other violation of applicable laws and regulations relating to PHI.
  6. Pricing: Except as specified in an Order, prices are subject to change without notice. All prices are in U.S. dollars unless otherwise stated. Prices do not include applicable taxes, shipping, handling, or any other fees, which are the responsibility of the Client.
  7. Payment Terms: Payment is due in full prior to delivery unless otherwise agreed in writing. Payment may be made via credit card, debit card, ACH, or other approved payment methods. Delinquent payments may be subject to interest and all collection costs as allowed by law.
  8. Web Order Entry: All orders placed through the Company’s website must be in accordance with the instructions provided on the site. The Company reserves the right to reject any order placed online if it does not comply with certain specified requirements, or if there is any suspicion of fraud or unauthorized activity.
  9. Shipping Product: Shipping dates are estimates only and are not guaranteed. The Company will make reasonable efforts to adhere to the stated shipping schedule but is not liable for any delays or failures in shipping. Shipping charges, if applicable, will be detailed during the checkout process or on the Order and are the responsibility of the Client.
  10. Lost or Damaged Product: The Company is not responsible for lost or damaged Products once they have been handed over to the shipping carrier. The Client must contact the shipping carrier directly to resolve any such issues. If assistance is needed, the Company may facilitate the process but makes no guarantees as to the outcome.
  11. International Shipments: The Client is responsible for complying with all foreign regulations and laws related to international shipping. This includes any duties, taxes, or import restrictions. The Company is not liable for any delays or penalties resulting from the Client’s failure to comply with international shipping regulations.
  12. Anti-Money Laundering Compliance: The Client must comply with all applicable anti-money laundering laws and regulations. Any suspicious or unusual activity may be reported to the relevant authorities, and the Company may take any necessary action to comply with legal obligations.
  13. Acceptable Use of Website: The Client agrees to use the Company’s website in accordance with all applicable laws and regulations. Prohibited activities include, but are not limited to, hacking, spamming, phishing, or using the website to disseminate malicious content. Any violation of these terms may result in termination of access to the site and legal action.
  14. Third Pary Website: Company may conduct business on their website or that of a third party. When conducting business on a third-party website, when the terms and conditions of the third-party website conflict with this Agreement then the particular terms that conflict with this Agreement from the third-party site take precedence.
  15. Website Accuracy: While the Company makes every effort to ensure the accuracy of information on its website, it does not warrant that product descriptions, pricing, or other content is error-free. In the event of an error, the Company reserves the right to correct it and adjust the Client’s Order accordingly.
  16. Privacy Policy: The Client’s use of the Company’s website is also governed by the Company’s privacy policy, which is incorporated by reference into these Terms. The Client agrees to review and abide by the privacy policy.
  17. Changes to Website and Direct Sales Terms: The Company may update or modify the terms related to the website, online ordering, and direct sales at any time. It is the Client’s responsibility to review these terms periodically for changes. Continued use of the website or engagement in direct sales following changes constitutes acceptance of those changes.
  18. Delivery: Delivery dates are estimates only and are not guaranteed. The Company is not liable for any delays or failure in delivery.
  19. Defective Product and Returns: Returns of defective goods are subject to the rules and policies of the respective vendor or manufacturer. In the event the Company is the vendor; returns are subject to the Company’s sole discretion. The Client must comply with all such rules and initiate the return process within the specified time frame and no later than 20 days from the Product delivery date. Restocking fees and other conditions may apply.
  20. Software Licensing: The use of software and software as a service subscription may be subject to a EULA or other licensing terms provided by the manufacturer or the Company. The Client agrees to comply with all such terms.
  21. Annual Service Contracts and Auto-Renewal: Annual service contracts will renew automatically at the then current agreed-upon rate and service bundle, unless either Party provides a written notice of non-renewal at least 30 days prior to the end of the current contract term. The Client has the right to cancel the annual service contract any time up to 30 days in advance of the renewal date. In the event of cancellation within this period, the Client will not incur any additional fees or penalties, and the contract will terminate at the end of the current term.
  22. Warranty: Products may be covered by a manufacturer’s warranty, if applicable. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any warranty claims must be directed to the manufacturer.
  23. Limitation of Liability: THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS OR THESE TERMS. The Company’s total liability shall not exceed the purchase price of the Products.
  24. Governing Law: These Terms shall be governed by and construed in accordance with the laws of Lee County, Florida, without regard to its conflict of laws principles.
  25. Dispute Resolution: Any disputes arising from or relating to these Terms shall be resolved in the state or federal courts located in Lee County, Florida, and the Parties consent to the exclusive jurisdiction of such courts.
  26. Force Majeure: The Company shall not be liable for any delay or failure to perform due to unforeseen circumstances or causes beyond its reasonable control.
  27. Non-Solicitation: The Client agrees not to solicit, directly or indirectly, any employee, contractor, or vendor of the Company for a period of two years from the date of the purchase.
  28. Entire Agreement: These Terms constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, representations, and understandings.
  29. Modification: These Terms may be modified only in writing signed by both Parties.
  30. Waiver: No waiver of any provision of these Terms shall be deemed a waiver of any other provision or a continuing waiver.
  31. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  32. Notices: All notices must be in writing and shall be deemed given when delivered personally, sent by certified mail, registered email, or by reputable overnight courier to the addresses provided by the Parties.
  33. Assignment: The Client may not assign any rights or obligations under these Terms without the prior written consent of the Company. Company may reasonably assign this Agreement or portions thereof without consent of Client.