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346 N Ellsworth Avenue
San Mateo, CA 94401
© 2015-2020 Regent5, LLC All Rights Reserved. CSLB Lic 1033103
Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
In these Conditions, the Rate Schedule and every Quote, Order, Plan agreement, or other arrangement in connection with the supply of Goods or Services by Regent5 the following words havethe following meanings:
“After Hours” means from 5:00 pm - 8:00 am Monday to Friday and all day Saturday and Sunday, including Public Holidays;
“Business Hours” means Monday to Friday from 8:00 am - 5:00 pm excluding United States Federal 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 anorder, 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;
“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 its absolute discretion without notice to You;
“Public Holidays” means any day which is a public holiday throughout the United States 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 Rates Schedule, a Plan, Plan Schedule, Quote, contractor arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basisfor any work it has done;
“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its 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 11.6 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 withany of these things;
" Us”, “Our” or “We” means Regent5 81-1750981 and its heirs,s uccessors and assigns; and
“Work” means anything We may do, provide, customize, produceor 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, agreement, 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 therefore;
Headings and words put in bold are for convenience of referenceonly and do not affect the interpretation or construction of these Conditions;
All references to dollars ($) are to U.S. Dollars;
A reference to time is to Pacific Standard Time;
A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state orgovernment and vice versa;
A reference to a recital, clause, schedule, annexure or exhibit is toa 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 agreementor 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.
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, agreement, or other arrangement in connection with the supply of Goods and/or Services by Us to You. The invalidity or enforce ability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.
1.1 The 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.
1.2 After 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 Clause 2
2.1 This Agreement may be terminated by You upon thirty (30) days written notice if We:
2.1.1 Fail to fulfil in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
2.1.2 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.
2.1.3 Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
2.2 This Agreement may be terminated by Us upon thirty (30) days written notice to you.
2.3 If 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.
2.4 Should 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.
3.1 You 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 subject to and as may be contained in the Conditions.
4.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.
5.1 All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in San Mateo County in the State of California.
5.2 These Terms of Service shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law.
5.3 The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of an such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in Information Technology and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
6.1 You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.
7.1 We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website at http://regent5it.com/terms/. 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.
8.1 This Agreement may only be amended by a written instrument signed by each of the parties. No failure or delay in exercising any right under this Agreement will constitute a waiver of that right. Except as otherwise provided, remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a part at law or in equity.
8.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in force.
9.1 The provisions of these Terms that by their nature are intended to extend beyond terminate will survive termination of this Agreement for any reason.
10.1 Term 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 and finalize an Order with Us. Your acceptance of a Quote will not create a binding contract between You and Us.
10.2 Quote is valid for 7 days only. Expiration dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.
10.3 Once a Quote has been confirmed by Us, then 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 with the final price after any last changes requested by You.
10.4 The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.
10.5 Quotes and estimates shall be 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 quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.
10.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
10.7 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.
10.8 When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
10.9 In the event that products in the Quote are subjected to any price and supply fluctuations that is 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 drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.
10.10 Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.
10.11 Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.
10.12 ETA information is based on an estimate given by our vendors and or other third parties and cannot be held as the actual promised date.
10.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
10.14 We do not keep inventory and as such we only order items once we receive a completed order from a client. Not all items may be returned to the manufacturer. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned. If You would like to return an item or cancel an order, a restocking fee of 15% will apply.
10.15 Prices are based upon total Quote Purchase.
10.16 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
10.17 Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.
11.1 Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You approve the quote electronically via either an email or a web based system with the date and Your signature.
11.2 Approval 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 the web based ordering system, in which case the Order will be treated or deemed 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.
11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of Us to be:
11.3.1 signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
11.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.
11.4 Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.
11.5 No obligation to deliver an order without complete payment: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.
11.6 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.
11.7 Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to cooperate with Us and to comply with such processes and procedures as advised to You from time to time.
12.1 Rates 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 the quote from Us).
12.2 Rates 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.
12.3 Vary 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 its absolute discretion. We will provide you with written notice of the change to the email address you have provided to us. The change in the rate will not take effect until 30 days after the date of the notice.
12.4 Call-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 upon where the Services are provided.
12.5 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a combination of Return/Cancellation fees and/or Restocking Fees (See Section 10.14) to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any monies otherwise due to be refunded to You by Us.
12.6 Expenses: 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 costs, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.
12.7 Separate 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.
12.8 Calculation of increments: Where a charge is calculated based on increments of time, We will round up to the nearest 30 minute increment. For example, if We perform 1 hour and 25 minutes of work for Your, We will bill you for 1 hour and 30 minutes of tie at the applicable rate.
12.9 Change in underlying costs: Our cost of doing business may increase due to changes in the cost of software, hardware or labor. Without prejudice to any other rights of Ours 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, change Our Rates. We will provide you with written notice of the change of the rate and an explanation of the change of the rate sent to the email address that You provide to Us. Rate changes will take effect 30 days after the date of Our notice of the Rate Change to You.
13.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates 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 with 30 days written notice to You sent to the most recent email You have Provided to Us, from time to time in Our absolute discretion.
13.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.
14.1 We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.
15.1 Delivery liability: We will use all reasonable efforts 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 the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
15.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged. Any fees or charges incurred by Us caused by your failure to accept the Goods will be charged to You.
15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.
15.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 11.4.
15.4.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You.
16.1 Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.
16.2 We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lockouts, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.
17.1 General 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 will accept Goods subject always to these Conditions and the terms of such conditions 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.
17.2 Goods ordered to your specifications cannot be returned: From time to time We will determine that services provided to You require customized or specialized Goods. You may not return Goods to Us or cancel the related services if the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer.
17.3 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, 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 on time, You will accept the Goods without any such return, refund or claim.
17.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
17.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays these costs or otherwise does not charge for these services.
17.6 Consequences of use, installation, customization or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).
18.1 No Guarantee given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable efforts to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.
18.2 Reasonable 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 customization 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. The extent of what efforts constitute reasonable assistance in our complete discretion, however reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
18.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
18.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
18.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
18.3.3 You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
18.104.22.168 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
22.214.171.124 the behavior of third party supplier, e.g. in relation to support;
18.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
18.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;
18.3.6 Accordingly You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
126.96.36.199 decisions as to whether or not to follow recommendations by Us;
188.8.131.52 decisions as to whether or not to purchase or customize Goods or obtain Services for that or any other purpose; and
184.108.40.206 any failure or defect in 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;
18.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You cannot withhold payment if, We are not able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable efforts to achieve those outcomes.
18.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that 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 subject to the reasonable assistance limits set forth in paragraph 17.2.
19.1 Use of Alternative Goods: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods if there are variations in actual dimensions and specifications by the manufacturer of the Goods after the Order date and before delivery.
19.2 Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that the Substitute Good is not greater than the price Quoted or otherwise agreed for the Goods initially ordered.
20.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer, with assistance from Us as needed, for all claims covered by such warranties. Unless expressly agreed to in an Order between You and Us, We do not provide extended or additional warranties beyond those provided by the Manufacturer.
20.2 No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.
21.1 Exclusion: 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.
21.2 No 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 any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data, while We can assist with getting this setup and configured with a mutually signed Backup Agreement.
21.3 Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any 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.
21.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
21.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
21.5.1 Goods or Services provided to You or any Work;
21.5.2 these Terms and Conditions;
21.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;
21.5.4 the non-availability of Goods or Our Services for any reason;
21.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
21.5.6 for any other reason whatsoever.
21.6 Limitation options: To the extent that any legislation or common law implies a condition or warranty that cannot be fully waived 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 to Our doing any one or more of the following (at its election):
21.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;
21.6.2 repairing the Goods or the Work;
21.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
21.6.4 paying the cost of having the Goods or the Work repaired.
21.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of 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.
21.8 Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
22.1 We 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 from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
23.1 We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use We for any such purposes (“Authorized Purposes”).
23.2 You are required to provide your personal information to Us for Authorized Purposes.
23.3 We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for inquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of inquiries relating to any of the foregoing.
23.4 Otherwise We will not disclose Your personal information without Your consent unless authorized by law.
23.5 Your 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.
23.6 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.
24.1 We do not guarantee or make any representation relating to information available on Our website, including without limitation:
24.1.1 that the information on Our website is complete or correct;
24.1.2 that Our website will be continuously available or free from any 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.
25.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for submitting Service Requests as outlined in Appendix A.
26.1 In 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.
27.1 You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time, either onsite or remotely. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.
27.1 At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
28.1 Payment 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, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.
28.2 7 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.
28.3 Interest: 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 and charged daily on and from the due date until the Sum Due is paid in full.
28.4 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.
29.1 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from the following:
29.1.1 any unauthorized Software use by You;
29.1.2 any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
29.1.3 otherwise as a result of Us installing Software where You are not authorized to use the Software; and
29.1.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
29.2 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
30.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or 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 such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.
30.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
30.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain nonpublic personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
30.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.
30.5 As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.
When you contact us to submit a service request only the methods below must be used:
Phone: (650) 781-5500
Web Portal: Web Portal Login
Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.
If the issue is submitted by either phone or external email you must include your name, company and return contact details.
Service requests must not be submitted directly with technicians, as this distracts them from resolving the current issue.
Service Requests that must be addressed outside of business hours must be submitted by phone (charges apply for after hours work). If not, the Service Request will be viewed on Our next Business Day.