Terms and conditions

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The following terms and conditions ("General T&Cs") apply to all services and products delivered by AO Backflow and Fire, LLC and its subsidiaries ("AO Backflow and Fire") whenever they are referenced in a proposal, quote, inspection report, order form, rider, invoice, or any other document, or when they are otherwise made part of an agreement (each such document, an "Order Document"). The Order Document will identify the customer ("Customer") on whose behalf AO Backflow and Fire will carry out the work described therein ("Work"). Both AO Backflow and Fire and Customer are referred to individually as a "Party" and together as the "Parties." AO Backflow and Fire may issue supplemental terms specific to a particular Order Document ("Supplemental Terms"), which add to — but do not replace — these General T&Cs. Together, the General T&Cs, the Supplemental Terms, and the Order Document form the complete agreement of the Parties for that Work ("Agreement"). When conflicts arise among the documents making up an Agreement, they will be resolved in the following order of priority: (i) the Order Document, (ii) the Supplemental Terms, and (iii) these General T&Cs.

IMPORTANT NOTICE TO CUSTOMER: THIS AGREEMENT INCLUDES PROVISIONS RELATING TO EXCULPATION, INDEMNIFICATION, INSURANCE OBLIGATIONS, MANDATORY ARBITRATION, AND LIMITATIONS ON LIABILITY. THESE PROVISIONS MAY AFFECT YOUR ABILITY TO ASSERT CLAIMS UNDER THIS AGREEMENT. CERTAIN LIMITATIONS MAY NOT BE ENFORCEABLE IN ALL JURISDICTIONS.

1. Notices

All notices under this Agreement must be in writing and delivered by certified or registered mail (postage prepaid, return receipt requested) or by a recognized overnight courier to the address listed in the Order Document, or to such updated address as a Party may provide in writing. Copies of notices intended for AO Backflow and Fire must also be sent to rob@aobackflowandfire.com.

2. Customer Obligations

Customer has greater familiarity with its own property, systems, and infrastructure (the "Facilities") than AO Backflow and Fire does. Before Work begins, Customer must furnish AO Backflow and Fire with thorough written documentation covering the Facilities' configuration and the maintenance and inspection history of the Covered Systems. Throughout the Agreement, Customer is responsible for: (i) maintaining a safe work environment at all times while AO Backflow and Fire is on-site; (ii) supplying necessary utilities, including electricity, heat, and a sufficient water supply; (iii) keeping current and accurate logs for the Covered Systems as directed by the manufacturer or AO Backflow and Fire; (iv) ensuring physical and environmental conditions — including space, power, water, climate control, and humidity — are appropriate for the Covered Systems; (v) promptly alerting AO Backflow and Fire to any known or suspected failure or deficiency in the Covered Systems; (vi) using the Covered Systems in accordance with manufacturer and AO Backflow and Fire guidelines; (vii) ensuring that AO Backflow and Fire has unobstructed access to the Facilities and Covered Systems as needed to perform the Work; (viii) securing any required permits or licenses and paying all associated fees and taxes; (ix) maintaining all systems and equipment connected to the Covered Systems in good working order; and (x) refraining from tampering with, modifying, or interfering with the Covered Systems in any way, and preventing others from doing so. This Agreement proceeds on the assumption that the Facilities and Covered Systems are in good operational condition on the Effective Date unless the Order Document expressly states otherwise. AO Backflow and Fire is not liable for damage or loss attributable to the condition of existing structures, concealed piping or wiring, or water pressure issues. If any utilities or equipment must be shut down to complete the Work, Customer must independently engage a licensed professional to handle that shutdown within 48 hours of AO Backflow and Fire's request. In a system emergency, Customer must act promptly to protect life and property and preserve all relevant logs and records. Customer accepts full responsibility for any loss or harm arising from inaccurate information it provides or its failure to meet these obligations. AO Backflow and Fire may suspend Work upon written notice if Customer is in breach of this section, and Customer must reimburse AO Backflow and Fire for costs incurred due to that breach. Unless the Order Document specifically states otherwise, the Work is not designed or intended to bring the Facility into compliance with any particular building, fire, safety, or regulatory code — compliance is Customer's responsibility.

3. Scope and Execution of Work

AO Backflow and Fire's obligations are limited to the systems and equipment specifically identified in the Order Document ("Covered Systems"). All Work will be scheduled and performed during AO Backflow and Fire's standard business hours, as AO Backflow and Fire determines in its discretion. Work will be carried out in a professional and workmanlike manner, and AO Backflow and Fire may take whatever steps it reasonably deems necessary to complete the Work — including drilling, fastening, and similar activities. AO Backflow and Fire bears no responsibility for conditions that arise as a natural consequence of performing the Work. AO Backflow and Fire retains the right to substitute materials, parts, or equipment with comparable alternatives provided doing so does not materially reduce performance. Once materials or equipment are delivered to Customer's premises, Customer assumes the risk of loss. AO Backflow and Fire may utilize third-party subcontractors to perform all or part of the Work, and will be responsible for their acts and omissions to the same degree as for its own employees. Customer acknowledges being informed of the full range of available services and protection levels; any additional coverage beyond what is described in the Order Document is obtainable from AO Backflow and Fire at additional cost.

4. Confidentiality

For the duration of this Agreement and for two years after it ends, each Party agrees to keep the other's Confidential Information private and to use it only as necessary to fulfill its obligations under this Agreement. Each Party will take at least the same precautions to protect the other's Confidential Information as it takes to protect its own sensitive information. Disclosure is permitted only to personnel who have a genuine need to access that information for purposes of this Agreement. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the context of disclosure — whether shared orally, in writing, or electronically. All Confidential Information remains the property of the disclosing Party. If a Party is legally required to disclose the other's Confidential Information, it must give the other Party reasonable advance notice before doing so, to the extent permitted by law.

5. Payment and Financial Terms

Customer agrees to pay AO Backflow and Fire the amounts set out in the Order Document. If material or operating costs rise, AO Backflow and Fire may adjust its fees for Work not yet performed by providing written notice to Customer. For recurring engagements, fee increases are limited to once per twelve-month period and may not exceed 20% above the prior year's rates. Invoices are issued before Work is performed and are due within thirty (30) days of the invoice date, though AO Backflow and Fire may require payment in full before commencing Work. Customer consents to AO Backflow and Fire reviewing Customer's credit information to establish payment terms, and AO Backflow and Fire may modify or terminate credit arrangements at any time at its sole discretion. If an invoice is not paid on time, AO Backflow and Fire may, in addition to any other available remedies: (i) halt Work under this or any other agreement with Customer; (ii) charge interest at the highest rate permitted by law; (iii) declare all outstanding invoices immediately due; and/or (iv) cancel all agreements with Customer in whole or in part. Customer is responsible for any collection costs AO Backflow and Fire incurs, including reasonable attorneys' fees. Partial payments or AO Backflow and Fire's decision not to immediately pursue a remedy do not constitute a waiver of any right. Title to installed Covered Systems passes to Customer upon installation, but AO Backflow and Fire retains a security interest until payment is received in full. Customer is also responsible for any taxes, permit fees, or license charges associated with the Work.

6. Hazardous Materials and Conditions

Customer must notify AO Backflow and Fire in writing before Work begins if any hazardous materials or conditions — including per- and polyfluoroalkyl substances (PFAS) — may be encountered at the Facilities. AO Backflow and Fire will not proceed in areas it identifies as hazardous until Customer has remediated those conditions to AO Backflow and Fire's satisfaction. If AO Backflow and Fire determines at any point that continuing the Work poses a risk to its personnel, it may terminate the Agreement for cause upon written notice. Customer bears sole responsibility for the handling, testing, containment, disposal, and regulatory reporting of any hazardous materials at the Facilities, including executing any required waste manifests. AO Backflow and Fire has no duty or liability with respect to hazardous conditions, and Customer agrees to indemnify, defend, and hold AO Backflow and Fire and the Indemnified Parties (as defined in Section 8) harmless from any claims, costs, fines, or damages — including bodily injury, property damage, cleanup costs, and attorneys' fees — arising out of or connected to hazardous conditions at the Facilities, regardless of whether Customer informed AO Backflow and Fire of those conditions.

7. Term and Termination

The duration of this Agreement (the "Term") is as specified in the Order Document. If no duration is stated, the Agreement takes effect on whichever comes first: (i) full execution of the Order Document, or (ii) the date AO Backflow and Fire begins performing the Work (the "Effective Date"). For one-time engagements such as installations, the Agreement concludes when the Work is complete. For ongoing or recurring Work, the Agreement's initial term ends on the date shown in the Order Document and will automatically renew for successive periods of the same length unless either Party delivers written notice of non-renewal at least thirty days before the end of the current Term. Either Party has the right to terminate for cause if the other materially breaches this Agreement and does not remedy the breach within thirty days of receiving written notice. AO Backflow and Fire may also terminate for convenience on thirty days' written notice. If the Agreement ends before the Work is finished, Customer must pay AO Backflow and Fire for: (i) Work completed and materials purchased or supplied through the termination date; (ii) costs AO Backflow and Fire incurred as a direct result of the termination, including amounts owed to subcontractors or vendors; and (iii) where the termination was not initiated by Customer for cause or by AO Backflow and Fire for convenience, AO Backflow and Fire's reasonable overhead and anticipated profit on the unfinished portion of the Work.

8. Liability and Dispute Resolution

8.1. AO Backflow and Fire Is Not an Insurer.

THE SERVICES PROVIDED BY AO BACKFLOW AND FIRE ARE INTENDED TO HELP MANAGE CERTAIN RISKS, BUT AO BACKFLOW AND FIRE DOES NOT GUARANTEE THE PREVENTION OF ANY LOSS, INJURY, CLAIM, OR DAMAGE ("LOSSES"). AO BACKFLOW AND FIRE IS NOT AN INSURANCE COMPANY AND DOES NOT PROVIDE INSURANCE COVERAGE. ITS FEES ARE NOT CALCULATED BASED ON THE VALUE OF CUSTOMER'S PROPERTY. AO BACKFLOW AND FIRE CANNOT GUARANTEE THAT ANY COVERED SYSTEM WILL OPERATE AS INTENDED UNDER ALL CONDITIONS. Customer is responsible for maintaining its own insurance — covering liability, property, fire, theft, and casualty — naming AO Backflow and Fire as an additional insured and providing coverage equal to the full insurable value of the Covered Systems. Customer agrees to look first to its own insurer for any covered Losses, to release AO Backflow and Fire from Losses recoverable by insurance or indemnity, and to waive all rights of subrogation against AO Backflow and Fire. Customer agrees to obtain any endorsement needed to give effect to this waiver.

8.2. Cap on Liability.

AO BACKFLOW AND FIRE WILL HAVE NO LIABILITY FOR LOSSES ARISING FROM: (i) THE FAILURE OR MALFUNCTION OF ANY COVERED SYSTEM, REGARDLESS OF CAUSE, INCLUDING AO BACKFLOW AND FIRE'S OWN NEGLIGENCE, ACTS OF GOD, THEFT, OR UNAUTHORIZED ACCESS; (ii) ACTS OR OMISSIONS OF CUSTOMER; (iii) ACTS OR OMISSIONS OF THIRD PARTIES UNAFFILIATED WITH AO BACKFLOW AND FIRE; OR (iv) CONDITIONS ATTRIBUTABLE TO THE FACILITIES THEMSELVES. TO THE EXTENT ANY LIABILITY IS NONETHELESS FOUND, AO BACKFLOW AND FIRE'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) TWO HUNDRED AND FIFTY DOLLARS ($250.00) OR (ii) THE TOTAL FEES PAID BY CUSTOMER TO AO BACKFLOW AND FIRE DURING THE SIX MONTHS PRECEDING THE LOSS. IN NO EVENT WILL AO BACKFLOW AND FIRE BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF REVENUE OR OPPORTUNITY, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. Customers may negotiate a higher liability cap through a separate written agreement for an additional annual fee, though that higher cap does not constitute insurance. The Parties agree this Agreement creates no third-party beneficiaries. Where any limitation in this section cannot be enforced under applicable law, AO Backflow and Fire's liability is capped at the maximum amount permitted by that law.

8.3. Time Limit on Claims.

Any legal action or claim arising from this Agreement must be initiated within one year of the date the alleged Loss occurs. If applicable law prohibits enforcing a one-year limitation, claims must be brought within two years. Customer waives any longer statutory or common law limitation periods. Additionally, for any claim related to AO Backflow and Fire's performance, Customer must deliver a written description of the claim to AO Backflow and Fire within ten business days of the date the claim arises. Failure to provide timely written notice constitutes a waiver of that claim.

8.4. Customer's Indemnification Obligation.

This Agreement exists for the benefit of Customer. Accordingly, Customer will defend, indemnify, and hold harmless AO Backflow and Fire and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from any and all claims, losses, expenses, fines, and legal fees arising out of or related to the Work or this Agreement, except where such claims result solely from AO Backflow and Fire's own gross negligence or willful misconduct. If this indemnification obligation is unenforceable under applicable law, Customer will indemnify the Indemnified Parties to the fullest extent the law permits.

8.5. Governing Law and Dispute Resolution.

This Agreement is governed by the laws of the State of Colorado, without application of conflict-of-laws principles. Any dispute not resolved by arbitration will be heard in the state or federal courts of Colorado, and both Parties consent to that jurisdiction and waive objections to venue. Both Parties waive their right to a jury trial. Customer agrees to pursue any claims against AO Backflow and Fire solely in its individual capacity — no class action, collective action, or representative proceeding is permitted. At AO Backflow and Fire's election, any dispute arising out of or related to this Agreement will be submitted to binding arbitration before a single neutral arbitrator administered by Arbitration Services Inc. under its Commercial Arbitration Rules and the Federal Arbitration Act. The arbitrator may not award punitive or consequential damages. Proceedings may be conducted by telephone, video, or written submission. BY ACCEPTING THIS AGREEMENT, CUSTOMER KNOWINGLY WAIVES ITS RIGHT TO A JURY TRIAL, ITS RIGHT TO APPEAL AN ARBITRATION DECISION, AND ITS RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

9. Modifications to Scope

No change to the scope of Work, project schedule, specifications, or any other aspect of this Agreement is effective unless confirmed in writing by an authorized AO Backflow and Fire representative. When changes are approved, any corresponding adjustment to compensation must also be agreed upon in writing. Notwithstanding the foregoing, AO Backflow and Fire may proceed with urgent changes necessary to prevent delays or address emergencies before written approval is obtained. In such cases, AO Backflow and Fire's reasonable valuation of the additional Work will be treated as accepted by Customer.

10. Warranties

10.1. Disclaimer of Implied Warranties.

Other than the express warranties stated in this Agreement, AO Backflow and Fire makes no warranties of any kind — express or implied — including any implied warranty of merchantability, fitness for a particular purpose, or suitability for a specific application. Statements made on AO Backflow and Fire's website or in its marketing materials are not warranties and Customer may not rely on them as such. AO Backflow and Fire does not warrant that any Covered System is impervious to defeat, circumvention, or failure.

10.2. Limited Ninety-Day Warranty on Installed Components.

AO Backflow and Fire warrants that components it supplies and installs as part of the Covered Systems will be free from defects in materials and workmanship for ninety (90) days following installation. If a covered defect is identified within that window, AO Backflow and Fire will provide the labor, parts, and materials needed to repair or replace the defective component at no charge, subject to the exclusions below. Where applicable, manufacturer warranties will be passed through to Customer. Replacement parts carry the warranty only for the remaining portion of the original ninety-day period.

10.3. Maintenance Plan Coverage.

Customers who purchase a maintenance plan ("Maintenance Plan") from AO Backflow and Fire will receive coverage for labor, parts, and materials required to correct defects in the Covered Systems during the Maintenance Plan Term, subject to any exclusions or limitations set out in the Order Document.

10.4. Warranty Exclusions and Service Conditions.

Warranty work is performed during AO Backflow and Fire's regular business hours; after-hours warranty service is subject to standard time-and-materials rates. AO Backflow and Fire has discretion to repair or replace defective components and may use reconditioned parts of equivalent quality. The following are not covered by any warranty: (i) batteries, display screens, wiring, software, communication modules, or components that have exceeded the manufacturer's stated service life or are no longer supported; (ii) damage or malfunction caused by accident, misuse, unauthorized modification, or service by anyone other than AO Backflow and Fire; (iii) damage from electrical surges, pests, water intrusion, lightning, or other acts of God; and (iv) failures resulting from Customer's failure to follow maintenance or operating instructions. If AO Backflow and Fire determines upon inspection that a reported issue falls outside warranty coverage, AO Backflow and Fire may charge a diagnostic service fee and, if Customer elects to proceed, will perform the repair at prevailing rates.

11. Scheduling, Delays, and Force Majeure

Scheduling all service appointments is Customer's responsibility. If Customer fails to schedule promptly, AO Backflow and Fire is not responsible for any resulting missed appointments or delays. AO Backflow and Fire will make reasonable efforts to honor Customer's scheduling preferences, but is not obligated to perform within any specific timeframe. Completion dates stated in the Order Document are good-faith estimates, not guaranteed deadlines. If the Work is delayed for any reason, AO Backflow and Fire is entitled to a reasonable extension of time. AO Backflow and Fire may charge a cancellation or rescheduling fee if Customer cancels within twenty-four hours of a scheduled visit or causes a delay through its own actions or those of parties it has engaged. Customer will be responsible for any additional costs AO Backflow and Fire incurs as a result of Customer-caused delays. AO Backflow and Fire is not in breach for failure to perform due to circumstances outside its reasonable control, including labor disputes, government actions, material shortages, fires, natural disasters, or other force majeure events.

12. Non-Solicitation of Employees

Customer recognizes that AO Backflow and Fire's workforce represents a significant business asset. For a period of one year following the expiration or earlier termination of this Agreement, Customer agrees not to directly or indirectly recruit, hire, or engage any individual who performed Work on AO Backflow and Fire's behalf under this Agreement. A Customer who violates this restriction will owe AO Backflow and Fire a fee equal to 100% of that individual's total annual compensation — measured as the greater of the individual's salary at AO Backflow and Fire or at Customer at the time of the violation.

13. General Provisions

If any portion of this Agreement is found to be unenforceable, the remaining provisions remain in full force. Customer may not transfer or assign its rights or obligations under this Agreement without AO Backflow and Fire's prior written consent. AO Backflow and Fire may assign this Agreement freely and will be released from its obligations upon doing so. The person signing on behalf of Customer represents that they have the authority to bind Customer — and, if Customer is not the property owner, that they are an authorized agent of the owner. This Agreement, together with the applicable Order Document and any Supplemental Terms, constitutes the entire understanding between the Parties on its subject matter and replaces all prior discussions, representations, and agreements. AO Backflow and Fire is not bound by any terms appearing on Customer purchase orders, acknowledgment forms, or similar documents; those terms are expressly rejected. Waivers and amendments are effective only when made in writing and signed by an authorized AO Backflow and Fire representative.