Nexus Technology Services LLC | Last Updated: September 18, 2026
These General Terms and Conditions ("Conditions") apply to all Goods and Services provided by Nexus Technology Services LLC ("Us", "We", "Our") to any client ("You", "Your"). They are incorporated into, and form part of, every Quote, Order, Managed Services Agreement, Plan, or other arrangement between Us and You, unless We agree otherwise in writing.
In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Nexus Technology Services LLC, the following words have the following meanings:
"After Hours"
means from 5:00 PM to 8:00 AM Central Time, Monday through Friday, and all day Saturday, Sunday, and Public Holidays.
"Business Hours"
means 8:00 AM to 5:00 PM Central Time, Monday through Friday, excluding Public Holidays.
"Client", "You" or "Your"
means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors and assigns.
"Conditions"
means these terms and conditions.
"Goods"
means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services, including computer hardware and Software and any goods or services provided in connection with any of those things.
"Tax"
means any sales, use, gross receipts, or similar tax, duty, or governmental charge imposed by applicable United States federal, state (including Missouri), or local law in connection with the supply of Goods or Services by Us to You.
"Order"
means any order requested by You to Us for Goods or Services in any form.
"Quote"
means a quote provided to You by Us.
"Period"
means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and You as the period during which some Services will be provided.
"Plan"
means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule.
"Plan Schedule"
means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in Our absolute discretion without notice to You.
"Public Holidays"
means any day which is a public holiday throughout Missouri other than a bank holiday.
"Rates"
means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rate Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done.
"Rate Schedule"
means the schedule of rates, charges and conditions for Our services as set, and as may be varied, by Us from time to time in Our absolute discretion without notice to You.
"Reasonable Assistance Limits"
has the meaning set out in clause 17.2.
"Return/Cancellation Fee"
means a fee charged pursuant to clause 12.5, as set by Us from time to time.
"Service Request"
means a request for service such as adds, moves, changes and technical assistance.
"Services"
means the provision of any services by Us including Work, advice and recommendations.
"Software"
includes software and any installation, update, associated software and any services provided in connection with any of these things.
"Us", "Our" or "We"
means Nexus Technology Services LLC, a Missouri limited liability company, and its heirs, successors and assigns.
"Work"
means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.
In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:
Words denoting the singular number only shall include the plural number and vice versa;
Reference to any gender shall include every other gender;
Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefor;
Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
All references to dollars ($) are to United States Dollars (USD);
A reference to time is to Central Time (America/Chicago);
A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;
A recital, schedule, annexure or description of the parties forms part of these Conditions;
A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
A reference to "includes" means includes without limitation;
A reference to "will" imports a condition not a warranty; and
A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.
2. Application of These Conditions
Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.
The invalidity or unenforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.
3. Commitment Term
3.1The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
3.2After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by You as specified in Section 4.
4. Termination
4.1This Agreement may be terminated by You upon ninety (90) days' written notice if We:
fail to fulfil in any material respect Our obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice;
breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice; or
terminate or suspend Our business operations, unless We are succeeded by a permitted assignee under this Agreement.
4.2This Agreement may be terminated by Us upon ninety (90) days' written notice to You.
4.3If either party terminates this Agreement, We will assist You in the orderly termination of Services, including timely transfer of the Services to another designated provider. You agree to pay Us for rendering such assistance at Our normal rates as outlined in Our current Rate Schedule.
4.4Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.
5. Representations
5.1You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than as may be contained in these Conditions.
6. Notices
6.1Any notices given under these Conditions shall be in writing and sent by email to the last notified email address of Yours.
7. Governing Law
7.1These Conditions shall be governed by and construed in accordance with the laws of the State of Missouri, United States, and the parties submit to the non-exclusive jurisdiction of the courts of the State of Missouri.
8. Assignment
8.1You may not assign Your rights and obligations under this Agreement without Our prior written consent.
9. Variation of These Terms and Conditions
9.1We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these Terms and Conditions.
Goods and Services
10. Quotes
10.1Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us, and the acceptance of a Quote by You will not create a binding contract between You and Us.
10.2A Quote is valid for 7 days only. Expiry dates on Quotes are set so that We can determine whether the Quote is still active or should be discarded. Once discarded, the Quote will need to be requested again.
10.3Once a Quote has been confirmed by Us, the prices in the Quote will be confirmed as the final agreed price. A Quote is confirmed as "final" as soon as both parties agree on the final price after any last changes requested by You.
10.4The price in the final Quote may vary from the original request if there are any price or product changes requested by You. We reserve the right to alter products and prices in the Quote, as long as the Quote has not been confirmed with You.
10.5Quotes and estimates are deemed to correctly interpret the original specifications and are based on the cost at the time the Quote or estimate is given. If You later require any changes to the Quote and We agree to the changes, those changes will be charged at Our prevailing rate.
10.6Once a Quote has been confirmed and converted to an Order, the Order will be subject to Our normal Terms and Conditions of Sale.
10.7Our general minimum turnaround time for a Quote request to be actioned is usually 24 hours. If a Quote is required urgently, please let Us know so We can respond accordingly.
10.8When a special price or discount offer has been applied to a Quote, no other special promotion, discount or bonus offer will be applicable.
10.9If products in the Quote are subject to price or supply fluctuations outside of Our control, We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price change, the Quote will be adjusted accordingly. If a product is no longer available, it will be replaced or substituted based on Your request and subject to Your final approval.
10.10Prices on non-stocked products are subject to price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase beyond Our control, We reserve the right to increase the price as necessary.
10.11Once a Quote has passed its expiry date, We may cancel the Quote or estimate without notifying or obtaining approval from You.
10.12ETA information is based on an estimate given by Our vendors and cannot be held as the actual promised date.
10.13Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
10.14We do not keep inventory and only order items once We receive a completed Order from a client. If You would like to return an item or cancel an Order, a restocking fee may apply. We will need approval from the distributor that the stock is returnable before We can issue a refund, as not all products can be returned.
10.15Prices are based upon the total Quote purchase.
10.16Unless specified, all items on a Quote are covered by the manufacturer's warranty covering parts and labour for hardware only, on a return-to-depot basis.
10.17Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You, for any reason We consider fit, including where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.
11. Orders
11.1Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or approve the Quote electronically via email or a web-based system, together with the date and Your details, including Your full legal name, address, and any relevant Quote number and date.
11.2Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via a web-based ordering system, in which case the Order will be treated as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.
11.3Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If an Order is signed, sent by email, or approved through a web-based ordering system by a named person, that person warrants that the Order is deemed, in favour of Us, to be:
signed by, and duly authorised by, both the person who signed the Order and the person who sent the email; and
duly authorised by the person on whose behalf the Order is placed or apparently placed.
11.4Acceptance and Orders: An Order has no effect unless and until it is accepted by You in writing and until We have received from You, in clear funds, payment for the Order and any related freight, delivery and (where applicable) in-transit insurance costs.
11.5No obligation to deliver: We are not obliged to deliver any Order until We have received payment in clear funds from You for the Order and any related freight, delivery and in-transit insurance costs, or where We are unwilling or unable to complete the Order for any reason, provided We refund any payment made by You in respect of the Order.
11.6Credit checks: For the purpose of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You consent to Us undertaking a credit reference check in respect of You.
11.7Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing, in Our absolute discretion. You acknowledge that We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods, and that such dispatch often occurs the same day the Order is placed.
11.8Processes and procedures: We have processes and procedures that We follow in providing Our Services and supplying Goods. You agree to co-operate with Us and comply with such processes and procedures as advised to You from time to time.
12. Pricing and Rates
12.1Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges, unless otherwise stated in writing by Us.
12.2Rate Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule, as applicable from time to time during the provision of the Goods and/or Services.
12.3Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in Our absolute discretion and without notice to You.
12.4Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion, and that the amount of the call-out fee will depend on where the Services are provided.
12.5Return/Cancellation Fee: Where We arrange a return or refund on Your behalf, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation Fee to cover Our administration costs in processing the return, refund, Order, cancellation or any refund. We may deduct the Return/Cancellation Fee from any moneys otherwise due to be refunded to You.
12.6Expenses: You must pay any out-of-pocket expenses incurred by Us in providing the Services to You, in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, fuel, insurance, taxi fares, accommodation and related meal allowance, tolls and parking expenses. Where appropriate, We will obtain Your prior written authorisation before such expenses are incurred.
12.7Separate charges for Goods and Services: We may, in Our absolute discretion, charge for Goods separately from Services or may charge for Goods and Services together.
12.8Calculation of increments: Where a charge is calculated based on increments of time (e.g., 1 hour or 30 minutes), We will charge the applicable rate for the whole increment of time even if work is done during only part of that increment.
12.9Change in underlying costs: Without prejudice to any other of Our rights under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in Our absolute discretion, vary any of Our Rates.
12.10Pre-Paid Blocks of Service: Where You agree to buy Pre-Paid Blocks of Service during a Period, payment must be made in advance at the rate applicable pursuant to the Rate Schedule, less any discount agreed in writing between Us and You. Services included in a Pre-Paid Block of Service during the Period:
are calculated in accordance with the applicable minimum time periods and increments set out in the Rate Schedule; and
are only provided by Us during the applicable Period. Where Services are provided for a specified Period: any Services remaining unused for that Period cannot be rolled over into a subsequent Period, and We are not liable to refund, reimburse, pay damages, or otherwise compensate or indemnify You in respect of those unused Services.
13. Services and Plans
13.1Service and Plan variations: We currently offer the Services and Plans referred to in the Rate Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
13.2Copies on request: We will provide You with a copy of the current Rate Schedule upon request. Plan Schedules are tailored for particular Plans and are available to clients participating in that Plan.
14. Contracting
14.1We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these Conditions.
15. Delivery, Title and Risk
15.1Delivery liability: We will use all reasonable endeavours to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond Our reasonable control, including failures in supply to Us or delays caused by third parties such as delivery companies or manufacturers.
15.2Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
15.3Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risk of loss, breakage and all other damage and risks pass to You. Nothing in this clause 15.3 affects title to the Goods.
15.4Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
15.5Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
title to, and property in, Goods supplied to You remains vested in Us and does not pass to You;
You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
where You sell the Goods in breach of these Conditions, You are required to hold the proceeds of any sale on trust for Us in a separate account (any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
We may, without prior notice, enter any premises where We suspect those Goods may be, take possession of those Goods and sever and remove them (notwithstanding that they may have been attached to other goods not Ours), and for this purpose You irrevocably authorise and direct Us (and Our employees and agents) to enter such premises as Our duly authorised agent, and You indemnify and hold Us harmless from and against any costs, claims, allegations, demands, damages or expenses arising from or in connection with such entry, repossession or removal; and
You irrevocably appoint Us as Your attorney to do anything We consider necessary to enter such premises and repossess the Goods as contemplated by this clause 15.5.
16. Returns and Claims for Goods and Services
16.1General returns policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You accept Goods subject always to these Conditions and the terms of such policies, and will indemnify and hold Us harmless in respect of any further or other obligation, or any failure or default, on the part of that manufacturer or supplier.
16.2Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order that is, in Our opinion, special or unusual, are obtained from overseas, are obtained from a supplier who is no longer trading, or are otherwise not readily returnable by Us to the manufacturer or supplier, You may not return the Goods to Us or cancel the related services.
16.3Duty to inspect: You will inspect all Goods immediately upon delivery. Within 7 days of delivery, You may give written notice to Us of any matter by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given in time, You will accept the Goods without any such return, refund or claim.
16.4Return condition: Where You are entitled to return Goods under these Conditions, You must return them in their original condition and unopened, provided that where, upon opening the packaging, it becomes apparent the Goods are different from what is described on the packaging or are faulty, the Goods may still be returned.
16.5Return costs: You will pay all costs and expenses incurred by Us in arranging the return of Goods to a manufacturer or supplier and/or the cancellation of any related services, unless that manufacturer or supplier pays such costs.
16.6Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims relating to Goods once such Goods have been used, installed, customised or resold by You (without prejudice to Your recourse to the manufacturer of the Goods).
17. Computer Utility, Functionality and Fitness for Purpose
17.1Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error, applied often in novel or unknown circumstances involving experimentation. In particular, the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly when attempting to cure a problem You are having. While We will make what We consider, in Our absolute discretion, to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations to assist You, You will indemnify and hold Us harmless in the provision of Our Services to You.
17.2Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You, or any other Work) under any Plan, and You will pay for additional work at the Rates unless otherwise agreed. Without limiting Our discretion to determine what reasonable assistance is, reasonable assistance is normally limited to work done during Business Hours over a period not exceeding any period We have allowed for, or estimated, the Work will take, whether or not notice of that time is given to You.
17.3Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
We may recommend that You purchase Goods provided by third parties from time to time;
recommendations may be made where You have made known to Us the purpose for which the Goods will be used, or some function sought to be fulfilled;
You acknowledge that We have no control over many factors involved in the suitability, function or fitness for purpose of Goods in an existing or new computer environment, including the compatibility of the Goods with the receiving computer/internet environment, or the behaviour of third-party suppliers (e.g., in relation to support);
You acknowledge that, for reasons outside Our control, the Goods may fail to meet Your expectations, may not be fit for all or any of the purposes sought, or may not be suitable or function properly in all or any respects;
You acknowledge that the Services provided by Us may involve seeking to customise Goods so they may be fit for particular purposes, and that customisation may itself be a substantial project;
accordingly, You accept sole responsibility for, and will indemnify and hold Us harmless in respect of, decisions to follow (or not follow) Our recommendations, decisions to purchase or customise Goods or obtain Services for that or any other purpose, and any failure or defect in the suitability, function or fitness for purpose of any Goods and/or Services (including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person); and
where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose, You must pay for those Services on time without set-off or counter-claim, whether or not We achieve any of those outcomes, provided We have acted in good faith and made what We consider, in Our absolute discretion, to be all reasonable endeavours to achieve them.
17.4Testing procedures: You will follow Our instructions regarding testing or troubleshooting any problems, and if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
18. Force Majeure
18.1If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if already accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.
18.2We will not be liable for any breach of contract due to any matter beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention by public authority, explosion or accident.
19. Product Specifications
19.1Alterations to specifications: We make every effort to supply Goods in accordance with the Order, but may supply alternate Goods subject to minor variations in dimensions and specifications where these are changed by the manufacturer after the Order date and before delivery.
19.2Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality, provided You will not pay a higher price than originally Quoted or agreed.
20. Warranties
20.1Reliance on manufacturer's warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal directly with the manufacturer, rather than Us, for all claims covered by such warranties.
20.2No claim for manufacturer's default: You indemnify and hold Us harmless in respect of the performance or non-performance, by any manufacturer of Goods supplied to You by Us, of any of that manufacturer's obligations, including any damages or moneys due to You arising from any breach by the manufacturer of the manufacturer's warranties.
21. Liability
21.1Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
21.2No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for program or data loss or damage suffered arising directly or indirectly from Our supply of Goods or Services to You. You acknowledge You are solely responsible for backing up Your programs and data to mitigate Your own potential loss.
21.3Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill, or any liability to You or any third party.
21.4Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage where We fail to meet any delivery date, or cancel or suspend the supply of Goods or Services.
21.5General limit on liability: Except as otherwise expressly stated in these Conditions, We are not liable for any loss or damage of any kind however caused (including by Our negligence) suffered or incurred by You in connection with: Goods or Services provided to You or any Work; these Conditions; Your use of Our website (including use of a credit card or other debit device) or any linked website; the non-availability of Goods or Our Services for any reason; any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You; or for any other reason whatsoever.
21.6Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability, and Our liability for any breach of that condition or warranty is limited, at Our election, to: replacing the Goods or supplying equivalent Goods, Services or Work; repairing the Goods or the Work; paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or paying the cost of having the Goods or the Work repaired.
21.7Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.
21.8Severance: If any provision contained in these Conditions is unlawful, invalid or unenforceable, that provision may be severed without prejudice to the validity and enforceability of the remaining provisions.
22. Errors and Omissions
22.1We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
Our Responsibilities
23. Privacy Statements and Your Rights
23.1We collect Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to You, and may retain and use it for such purposes ("Authorised Purposes").
23.2You are required to provide Your personal information to Us for Authorised Purposes.
23.3We may disclose Your personal information to other persons for the purposes of fulfilling Quotes, Orders and Work for You, providing Goods or Services to You, verifying the information You provide, making enquiries about Goods or Services that may be suitable for Your purposes, confirming Your requirements, or to anyone proposing to supply Goods or Services to You or acquire Goods or Services on Your behalf.
23.4Otherwise, We will not disclose Your personal information without Your consent unless authorised by law.
23.5Your personal information will be held by Us at Our principal place of business, and You can contact Us to request to access or correct it.
23.6We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if You submit incorrect information.
24. Our Website
24.1We make no representations or warranties in relation to information available on Our website, including without limitation:
that the information on Our website is complete or correct; or
that Our website will be continuously available or free from delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software, and that We endorse any internet site linked to Our website or any third-party products or services referred to on Our website.
Your Responsibilities
25. Lodging of Service Requests
25.1In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging Service Requests as outlined in Appendix A.
26. Access to Systems, Sites and People
26.1In order to provide You with the agreed Service, You agree to give Us access to various items of Yours, including but not limited to equipment, people and sites, as and when required.
26.2You agree to allow Us to install software on Your equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users' desktops and control Your devices. This may require that devices be left on overnight or on weekends.
27. Third Party Authorisations
27.1At times We may need to contact Your third-party providers on Your behalf, such as Your internet provider. Some providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
28. Payment, Late Payment and Default
28.1Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing), by cash, cheque, credit card or direct deposit, in accordance with these Conditions and as set out on the invoice.
28.27 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
28.3Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys that would have become due at a later date become immediately due and payable without further notice. All such moneys are referred to in these Conditions as a "Sum Due".
28.4Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated from the due date until the Sum Due is paid in full.
28.5Application of funds: All payments of the Sum Due made by You will be applied: first, towards any costs (including legal costs), charges, expenses or outgoings paid by Us relating to dishonoured cheque fees, collection costs or other recovery action; second, towards any interest due; and third, towards Your debts to Us, in order from the longest standing to the most recently incurred.
28.6Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral for any Sum Due, or as a condition of the continued supply of Goods or Services.
28.7Payment arrangements: If a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services.
28.8Power of Attorney: You irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due, or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.
28.9Other remedies: We may exercise any of Our rights and remedies, including taking legal action against You for recovery of any moneys due to Us, notwithstanding that We may have exercised other rights under these Conditions.
29. Non-Solicitation of Clients and Employees
29.1You agree that Our employees are among Our most valuable assets, and Our policy and professional ethics require that Our employees not seek employment with, or be offered employment by, You during the course of Our engagement and for a period of two (2) years thereafter (or the maximum period permissible by a court).
29.2You agree that Our damages resulting from a breach of clause 29.1 would be impracticable to ascertain. Therefore, if You violate this provision, You agree to immediately pay Us 100% of the employee's total annual salary as liquidated damages, and We may terminate this Agreement without further notice or liability to You. This amount is not intended as a penalty and is reasonably calculated based on the projected costs We would incur to identify, recruit, hire and train a suitable replacement.
30. Software
30.1All Software licences are Your responsibility and not Ours. It is Your duty to store all licences for all Software used, so they can be reproduced if and when required. This includes all Software installed by Us.
30.2You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from: any unauthorised Software use by You; any breach of a Software licence in respect of Software provided by You for installation on one of Your computers; Us installing Software where You were not authorised to use it; and any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
30.3All copyright in custom software remains Our sole property unless alternate arrangements are made as part of a separate software agreement.
31. Copyright and Confidentiality
31.1Warranty and breach: You warrant that any confidential or copyright information or intellectual property provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if the warranty had not been breached, and You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach.
31.2Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of supplying Services to You will be Our exclusive property, unless otherwise agreed in writing.
31.3Confidential Information: We acknowledge that, in the course of providing Services to You, We may learn certain non-public, confidential information relating to You, including Your customers, consumers or employees. We will regard all such information as confidential.
31.4You also acknowledge that all information, services, consulting techniques, proposals and documents disclosed by Us, or which come to Our attention during the course of business and are provided under this Agreement, constitute valuable, confidential and/or proprietary assets of Ours. Both parties shall take all commercially reasonable steps not to disclose, reveal, copy, sell, transfer, assign, or distribute any part of such information to any person or entity, or permit any employee, agent or representative to do so, except as permitted in writing by the disclosing party or as required by applicable law.
Appendix A
Service Request Lodgement Process
When You contact Us to lodge a Service Request, only the methods below may be used:
Please include a short description of the problem and any screenshots of errors to assist in resolving the issue. If the issue is lodged by phone or external email, please include Your name, company and return contact details. Service Requests must not be lodged directly with technicians, as this detracts from resolving current issues.
Service Requests Outside of Our Business Hours
Service Requests that must be addressed outside of Business Hours must be lodged by phone (charges apply for after-hours work). Otherwise, the Service Request will be reviewed on Our next Business Day.