Terms and Conditions
ORDER/INVOICE TOTAL is due and shall be overdue in 1+ days from DATE OF ISSUE. Amounts invoiced in US-Dollars. Make checks payable to SUPPORT911 LTD. Overdue balances subject to 4% overdue interest rate + going commercial rate + cost of collection + legal fees. Total is due and payable per schedule agreed. For Service Plans, subscription Service Costs invoiced 1st day of every month for the entire Committed Service Term listed in this invoice, and payable on or before 15th day of every month. In exchange for this device / service discount, purchaser unconditionally agrees to make consecutive monthly hardware and Service payments (for amortized managed equipment service procurement and basic Service and selected managed services plan) for the entire Committed Service Term listed in this invoice. Devices / services receiving a discount pursuant to a Committed Service Term must be registered and commence Service within forty-five (45) days of this invoice otherwise purchaser will receive an immediately due and payable invoice for the discounted amount on such hardware and service. Upon termination of any Compulsory Service prior to the end of the Committed Service Term purchaser will receive an immediately due and payable invoice for the discounted amount on such hardware and service. Upon termination of any Service prior to the end of the Committed Service Term, a lump sum payment equal to the product of (1) the monthly hardware and Service amounts for the terminated hardware and Service and (2) the number of months remaining in Committed Service Term shall become immediately due and payable. The committed service term hardware / service discount set forth in this invoice cannot be combined with any other promotions, discounts or offers and is non-transferable to another device. Purchaser acknowledges that, except as explicitly modified in this invoice, the purchase and use of Supplier’s Products / Services will be governed by, subject to, and purchaser agrees to comply with Supplier’s User License Agreement and all Supplier’s policies. Unless otherwise stated, each system is entitled to 30 Days warranty service support for 1 Year; after which, a service fee will apply. Service fee will apply for change in scope of works and/or for new customer requests.
It is expressly agreed that 1) the Purchaser shall pay the late fees of overdue interest rate + going commercial rate and all related collection and legal costs applicable in accordance with commercial laws per balances not paid in full by the due date per billing cycle and/or per month, 2) the Supplier shall retain title to all goods and material delivered to the purchaser until full and final payment is received for the goods, 3) the Supplier further reserves the right, at the Purchasers expense, to seize and repossess any goods not paid for by the due date whether or not the goods are stored on the buyers premises. Any goods so repossessed may be sold by the company to recover the overdue balances.
Contingency is for any unforeseen works and changes in terms of reference upon both Parties being in agreement. Works and changes in terms of reference in excess of the Contingency would be considered additional and therefore assessed and negotiated separate from this Agreement.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Customer shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
(2,4) All devices include a 5 year hardware warranty unless otherwise stated. All other material, unless otherwise stated, include limited manufacturer’s parts warranty for 12 months from date of purchase. All structured cabling, unless otherwise stated, include limited manufacturer’s parts warranty for 12 months from date of purchase. No warranty on software.
A) Services Warranty. Service Provider warrants that only Service Provider direct employees will perform the Services and sub-contract employees will not be utilized in the execution of provider services. Service Provider also warrants the Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Unless otherwise mutually agreed in writing at the start of any respective Service engagement, this warranty will be in effect for a period of forty eight (48) hours, not including Target Improvements supplied and unless otherwise stated, from the completion of the applicable Services (the “Warranty Period”). If during the Warranty Period, Service Provider receives written notice from the Customer of non-conformity with the performance of the Services set forth in this paragraph, Service Provider will, as Customer’s primary remedy and Service Provider’s entire liability for any breach of the foregoing warranty, promptly re-perform any Services that fail to meet this limited warranty for the non-conforming Services, unless alternative corrective action is mutually agreed to by Customer and Service Provider. THE FOREGOING STATES Customer’S PRIMARY REMEDY FOR WARRANTY CLAIMS RELATED TO THE SERVICES.
B) Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NONINFRINGEMENT. SERVICE PROVIDER AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
Limitation of Liability
In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, loss of life, lost data, costs of substitute equipment, or other costs, unless such loss, injury, death or damage results from the gross negligence or willful misconduct of Service Provider, dollar limited to Lifetime Invoice Total Amount or $2,000, whichever is the lesser amount, conditional on Customer Total Due for entire Committed Service Term paid in full.
A) Maintenance or service work performed on the Equipment by others during the period of this agreement without written consent of Service Provider shall cause this agreement to become null and void.
B) Maintenance does not include any services necessitated by, or of the type described in any of the following:
I. Labour and material costs of additions, changes and relocation; specification or engineering changes;
II. Labour and material cost for replacement of those component parts subject to normal wear and tear as a result of use which do not affect the operational condition of the equipment;
III. Negligent, willful or intentional acts of the Customer;
IV. Accident, casualty, neglect, misuse or any cause other than normal use in the manner intended by the parties hereto as described in the Equipment specifications;
V. An act or event occurring external to the Equipment which causes, either directly or indirectly, a failure or malfunction in the Equipment, including without limitations, failures or malfunctions of the trunk or toll lines, cable or other equipment connecting the Equipment to the telecommunications system of the operations telephone utility or abnormal power fluctuations or failures which adversely affect the Equipment;
VI. Repair or maintenance or increase in normal service time resulting from Customer’s failure to provide a suitable Equipment environment as required in the Equipment specification or any other failure of the Customer to fully perform its responsibilities under this Agreement;
VII. Any other acts or events which may adversely affect the performance of the Equipment occasioned by the acts of the Customer or any other third party, or the use by the Customer or any third party of the Equipment in the combination with any other apparatus, device or other system not supplies, or approved as to such combined use of Service Provider or the use by Customer of any item of the Equipment in a manner not intended by the parties hereto or specified by Service Provider.
Customer shall not assign or sub-contract any part or all of its interests hereunder except upon the prior written consent of Service Provider which consent shall not be unreasonably withheld, and any attempted assignment or sub-contracting without Service Provider prior written consent shall be null and void.
In recognition of both Parties’ proprietary interests and the advisability of taking reasonable and prudent measures to protect those interests, both Parties agree as follows:
1. to safeguard the confidential information with the same degree of care, as they each would use to protect their own valuable confidential business information and otherwise exercise a high degree of care in dealing with any such information in recognition of its proprietary nature.
2. to permit access to confidential information strictly on a “need-to-know basis” only to those employees who have first been advised of the proprietary nature of the confidential information and who agree to maintain the confidentiality thereof. For the purposes of this Agreement “employees” shall include third parties retained on a contract basis with the understanding that contract technical personnel/consultants shall only be granted access to confidential information subject to the other Party’s prior written consent.
The obligations of above herein stated shall not apply to any material or information to which either Party can demonstrate by credible evidence that any of the following exceptions apply:
A. Information that is in the public domain and/or which enters the public domain through no breach of this Agreement;
B. Information previously known to Customer and Service Provider;
C. Information received from a third party who has the legal right to possess and disseminate any such information;
D. Information independently developed without the use of confidential information;
E. Confidential information approved for release by either Party’s written authorization to the extent of and subject to such conditions as may be imposed in such written authorization;
F. Confidential information disclosed in response to a valid order of a court and/or other governmental body of Trinidad And Tobago, but only to the extent of and for the purposes of such order, provided, however, that the Party so ordered to make the disclosure shall timely notify the other Party of the order so that other Party may seek a protective order.
The timeliness of performance by Service Provider or the performance of any other obligations of Service Provider is in every case subject to delays causes by Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, government laws, regulations or orders, act or injunction, (whether or not such labour event is within the reasonable control of Service Provider). In the event of such delay, the period of time for performance of Services affected by such delay will be extended to reflect the effective delay occasioned thereby.
Updates to This Terms Notice
We may update this Terms Notice periodically without prior notice to reflect changes. Updates will be dated and posted on our corporate website. If you have questions relating to this Terms Notice, or for inquiries about our terms department practices, contact firstname.lastname@example.org.