Terms and Conditions

RETURNS AND CLAIMS FOR GOODS AND SERVICES

1. Notwithstanding anything in these conditions,you acknowledge that we supply goods subject to manufacturer returns and claims policies. You accept goods subject to these conditions and the terms of such conditions and will hold us harmless with respect to any further obligations on our part.
2. Wheregoodshavebeencustomizedtoyourneeds,or are supplied pursuant to an order for goods that is in our opinion special or unusual, if the goods are obtained from overseas if the goods are obtained from a supplier who is no longer doing business, or the goods are otherwise not readily returnable by us to the manufacturer or supplier or any related Services may not be cancelled, you may not return the goods or cancel the related services.
3. Youwillinspectallgoodsimmediatelyupontheirdelivery.Within 7 calendar days of such delivery, you must give us written notice that you want to return the goods, ask for a refund, or make a claim, otherwise, you accept the Goods without any such return, refund or claim.
4. Whereyouareentitledtoreturngoods,you must return the goods in their original condition and unopened, unless upon opening the packaging it becomes apparent that the goods are different from what is described on the packaging or that the goods are faulty.
5. Youwillpayanycostsweincurinarrangingthereturnofgoodstoa the manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
6. Youwillindemnifyandholdusharmlessregardinganyclaimsoncethegoods have been used, installed, customized or re-sold by you.

COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE

1. You acknowledge that the deliverables 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 all reasonable efforts to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist you, you agree to indemnify and hold us harmless in the provision of services to you.
2. Weareonlyobligedtoprovidewhatweconsider, in our sole and 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. We will bill for additional work at the then current rate unless otherwise agreed. Without limiting the discretion of us to determine what reasonable assistance is, reasonable assistance is limited to work done during business hours over a period of time not exceeding any period that we have allowed for the work, whether or not notice of the time allowed or estimated is given by us to you.
3. Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
   1. We may recommend that you purchase goods provided by third parties from time to time;
   2. Recommendations may be made in situations where you have made known to us the purpose for which the goods will be used or for a particular purpose;
   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, such as;
      1. the compatibility or ability of the goods to perform to expectations in the receiving computer/internet environment; or
      2. the behavior of third-party suppliers.
   4. You acknowledge that the services provided by us may involve the customization of the goods so they may be fit for particular purposes and that customization may be a substantial project in itself;
   5. Accordingly, you accept sole responsibility for, and indemnify and hold us harmless regarding:
      1. decisions as to whether or not to follow recommendations by us;
      2. decisions as to whether or not to purchase or customize goods or obtain services for that or any other purpose; and
      3. any failure or defect in suitability, function or fitness for purpose of any deliverables, including a responsibility to obtain your own independent advice or second opinion from a suitably qualified person;
   6. Where we provide services in order to achieve your specific purposes, suitability, function or fitness for a particular purpose (whether expressed, agreed or otherwise), you must pay for those deliverables on time without any set-off or counter-claim, whether or not we are able to achieve any of those outcomes, provided always that we have acted in good faith and have made in what we consider, our sole and absolute discretion, all reasonable efforts to achieve those outcomes.
4. TestingProcedures: You will follow our instructions with regard tot testing or troubleshooting any problems and that if those do not resolve the outstanding problems, we will, subject to these conditions, allocate resources as we consider reasonable in the circumstances towards a resolution.

FORCE MAJEURE

1. Ifweareunabletosupplyanydeliverablesduetocircumstancesbeyondour reasonable control, we may cancel the order (even if the order has already been accepted) or cease to provide services to you, after written notice, in which case you will hold us harmless.
2. In the event of any condition or contingency, existing or future, which is beyond the reasonable control and without he fault or negligence of either party (“Event of Force Majeure”) that prevents or delays the performance under this agreement, each party is entitled to an appropriate and reasonable extension of time for performance. Events of Force Majeure include, without limitation, acts of God, fire, floods, transport delays, labor disputes, pandemic, and interference by military or civil authorities. If an Event of Force Majeure occurs, the party whose performance is affected shall take reasonable measures to mitigate and minimize the effect of such event and to continue with the performance of its obligations under this agreement. Whenever either party has knowledge of a condition or event that may delay or lead to a delay in the timely performance of this agreement, the affected party will give notice thereof as quickly as is reasonably possible, including all relevant information with respect thereto, to the other party. To the extent that any Event of Force Majeure continues for greater than sixty (60) days, then the non-affected party may elect to immediately terminate, without penalty, its participation under this agreement, including any committed engagement with the other party upon written notice to the affected party. Termination under this section does not terminate client obligation to pay any outstanding balance owed to us.

PRODUCT SPECIFICATIONS

1. Wemakeeveryefforttosupplydeliverablesaccordingtotheorder,howeverwe may supply alternate deliverables subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the goods after the order date and before delivery.
2. If we cannot supply the deliverables you ordered,we may supply alternate goods of equal or superior quality, at no extra charge to you.

WARRANTIES

1. Youwillrelyonthewarrantiesprovidedbythemanufacturerofgoodswe supply (where applicable) and will deal directly with such manufacturer rather than us for all claims covered by such warranties.
2. You indemnify and hold us harmless regarding the performance, by any manufacturer of goods supplied to you by us, of any of the obligations of such manufacturer with respect of such goods. This includes any damages or loss you incur arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties.

LIABILITY

1. Except as specifically set out here in, any term,condition or warranty as to the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the deliverables, whether implied by statute, common law, trade usage, custom or otherwise, is expressly excluded.
2. Youindemnifyandholdusharmlessintheeventofanyallegation,claim,lossor expense by you or any third party for any damages or data loss suffered by you or that third party arising directly or indirectly from the supply of the deliverables to you. You acknowledge you are solely responsible for backing up your programs and data in order to mitigate your own potential loss of programs and data.
3. Youindemnifyandholdusharmlessintheeventofanyallegationorclaimas to any indirect or consequential losses or expenses suffered by you or any third party, however caused, including loss of turnover, profits, business or goodwill or any liability to you or any third party.
4. 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 cancelled or suspended the supply of any deliverable.
5. Exceptasotherwiseexpresslystatedinthesetermsandconditions,we are not liable for any loss or damage of any kind however caused (including, but not
   limited to, our negligence) which is suffered or incurred by you in connection with:
   1. Deliverables provided to you;
   2. these Terms and Conditions;
   3. your use of our website (including the use of a credit card or other payment method) or any linked website;
   4. the non-availability of Goods or our Services for any reason;
   5. any act or omission of ours or the provision of inaccurate, incomplete or incorrect information by you, or
   6. for any other reason other than our criminal action or intentional misconduct.
6. To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 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 our sole discretion):
   1. replacing the goods or supplying equivalent deliverables;
   2. repairing the deliverables;
   3. paying the cost of replacing the deliverables or acquiring equivalent deliverables; or
   4. paying the cost of having the deliverables repaired.
7. If any provision contained herein is unlawful, invalid or unenforceable, that provision may be severed without prejudice to the validity and enforceability of the remaining provisions.

ERRORS AND OMISSIONS

1. We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In case of an error or omission, we may rescind the affected contract by written notice to you, even if we have already accepted your order and/or received payment from you. You agree and acknowledge that the extent of our liability in that event will be limited to the return of any money you have paid for the order.

OUR RESPONSIBILITIES

PRIVACY STATEMENTS AND YOUR RIGHTS

1. We are collecting your personal information for the fulfilment of quotes, orders and the providing deliverables to you, and you agree and acknowledge that we may retain and use it for any such purposes (“Authorized Purposes”).
2. You are required to provide your personal information to us for Authorized Purposes.
3. We may disclose your personal information to other persons for the fulfilment of quotes, orders and work for you or in order to provide deliverables to you, to verify the information you provide, for enquiries about deliverables that may be suitable for your purposes, or to confirm your requirements, to anyone proposing to supply deliverables to you, or to acquire Goods or Services on your behalf, or in respect to enquiries relating to any of the above.
4. We will not disclose your personal information without your consent unless authorized or required by law.
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.
6. We rely on you to submit correct information and details where requested. You accept that you may incur additional expenses or delays if you submit incorrect information.

OUR WEBSITE

1. We make no representations or warranties in relation to information available on our website, including without limitation:
   1. that the information on our website is complete or correct;
   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.

INSURANCE COVERAGE

1. We will maintain, at our discretion, commercial general liability insurance for personal injury and property damage for a general aggregate of $1,000,000. At your request we will provide you with certificates, including renewal certificates evidencing such coverage within thirty (30) calendar days of commencing this agreement, at every renewal and at other times as may be reasonably requested by you.

YOUR RESPONSIBILITIES

SERVICE REQUESTS

1. In order for us to provide you with service, you agree to follow our process service requests as outlined in Appendix A.

ACCESS TO SYSTEMS, SITES AND PEOPLE

1. In order to provide you with service, you agree to give us access to various resources of yours including, equipment, people and sites as and when reasonably required.
2. You 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 PC’s. This may require that devices are left on overnight or during weekends.

THIRD PARTY AUTHORIZATIONS

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 have such authorization.

PAYMENT, LATE PAYMENT AND DEFAULT

1. All invoices are due and payable according to the terms stated on the invoice by credit card or direct deposit. (unless otherwise agreed in writing)
2. If you fail to pay an invoice within seven (7) calendar days of the due date, we may, in our sole and absolute discretion and without prior notice, suspend or discontinue the supply of deliverables to you.
3. You agree to pay our reasonable attorneys’ fees and costs, collection fees, as well as any other reasonably related fees incurred in connection with the recovery of late payments, which will be added to the amount due and recoverable from you, in addition to the original invoice cost. If you default on the payment of any invoice, all amounts due at a later date shall be immediately due and payable without any further notice to you. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
4. If payment of any Sum Due is not made on time, we will charge interest on the Sum Due at the maximum rate allowed by law, calculated and charged on and from the due date until the Sum Due is paid in full.
5. All payments of the Sum Due made will be applied as follows:
   1. first in or towards payment of any costs (including reasonable legal costs), charges, or expenses paid by us in relation to any dishonored check fees, collection costs or other actions taken by us for the recovery of any amounts you owe us;
   2. towards payment of any interest due or payable hereunder, and
   3. towards payment of any invoice amount in order from the oldest due to the most recently incurred.
6. We may require you to provide physical security over your property (including the Goods or any other property of yours) as a term for us to continue providing deliverables to you.
7. In the event that a repayment arrangement is made in relation to any Sum Due and the supply of deliverables is resumed, but then a repayment due under that arrangement is not made on time, we may, in our sole and absolute discretion and without prior notice, again suspend or stop providing deliverables to you.
8. Any licensing fees which are due for software or other third-party licensed products paid or payable by or through us continue to be due even if this agreement is cancelled. The original terms and obligations of any third-party licenses survive this agreement and continue in full effect. At your request, we will attempt to cancel any third-party licenses, but unless and until such cancellation is granted by a third party, all financial obligations accruing from such licenses remain your sole responsibility, regardless of the status of any service agreement between Lightspeed and client.

NON-SOLICITATION OF CLIENTS AND EMPLOYEES

1. You agree you may not offer or solicit employment to our employees during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by law).
2. You agree that our damages resulting from breach of clause 30.1 would be uncertain, therefore in the event you violate this provision, you agree to immediately pay us 100% of the employee’s total annual salary, as liquidated damages and we shall have the option to terminate this agreement without further notice or liability to you. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs we would incur to identify, recruit, hire and train suitable replacements for such personnel.

SOFTWARE

1. All software licences are your responsibility. It is your duty to store all licenses for all software used, so that that they can be reproduced if and when required. This includes all software installed by us.
2. You indemnify and hold us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
   1. any unauthorized software use by you;
   2. any breach of any software license provided to us by you to be installed on one of your computers;
   3. as a result of us installing software where you are not authorized to use the software; and
   4. any problem, defect or malfunction associated with any software (or related services) supplied by third parties.
3. All copyright in custom software remains our sole property unless alternate arrangements are made as part of a separate software agreement.

COPYRIGHT AND CONFIDENTIALITY

1. You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by you 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 with respect to any allegations, claims, loss, costs or expenses in connection with such breach of warranty.
2. All copyright and other intellectual property rights in any work created, commissioned or acquired by us in the course of our services will be our exclusive property unless otherwise agreed in writing.
3. In the course of providing services to you, we may have access to certain non- public 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. At a minimum, we will treat all such confidential information in a manner which we would treat our own similar confidential information.
4. You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by us during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to us.

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 unless 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 must be used:

Phone: 920-518-3100
Email: [email protected]

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.

If the issue is being lodged by either phone or external email you must include your name, company and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.

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 afterhours work). If not, the service request will be viewed on our next business day.