Terms & Conditions

The minimum term for which You acquire the Services is as outlined in Our Proposal to You, beginning on the first day of the month following the date of signing or approving the Proposal.

After the expiry of the Committed Term, the Agreement will automatically renew for the same period and continue indefinitely, unless earlier terminated in accordance with Section 4.

You may terminate this Agreement upon sixty (60) days' written notice if We:

• Fail to fulfill in any material respect Our obligations under this Agreement and do not cure such failure within thirty (30) days of written notice;
• Breach any material term or condition and fail to remedy the breach within thirty (30) days of written notice; or
• Terminate or suspend Our business operations, unless succeeded by a permitted assignee.

We may terminate this Agreement upon sixty (60) days' written notice to You.

If either party terminates this Agreement, We will assist You in the orderly termination of Services, including a timely transfer to another designated provider. You agree to pay Us for such assistance at Our normal Rates as set out in the current Rate Schedule.

If You terminate this Agreement before the end of the Committed Term, You agree to pay all remaining payments due through the end of that Committed Term.

Quotes and Proposals are valid for seven (7) days unless otherwise specified. A Quote is an invitation to place an Order and does not constitute a binding contract until accepted by Us.

Once a Quote expires it will be discarded. A new Quote must be requested.

Prices in a confirmed Quote become final once both parties agree on the final price after any requested changes.

We reserve the right to alter products and prices in a Quote at any time before it has been confirmed with You.

Quotes are based on costs at the time of issuance. Any post-acceptance changes requested by You will be charged at Our prevailing rates.

Once a confirmed Quote converts to an Order, all of Our standard Terms and Conditions of Sale apply.

The minimum turnaround time for a Quote request is typically 24 hours. Urgent Quotes should be flagged at time of request.

Where a special price or discount has been applied, no other promotion, discount, or bonus offer will be applicable.

Where products in a Quote are subject to price or supply fluctuations outside Our control, We reserve the right to update the Quote accordingly. Discontinued products will be replaced or substituted subject to Your final approval.

Prices on non-stocked products are subject to fluctuation and can only be confirmed once a Quote is converted to an Order. Where a price increase is beyond Our control, We reserve the right to adjust as necessary.

We may cancel an expired Quote without notification or approval from You.

ETA information is an estimate provided by Our vendors and is not a guaranteed delivery date.

Freight charges will be added to Orders unless otherwise stated. Any included delivery charges are estimates only.

We do not hold inventory. Items are ordered once We receive a completed Order from You. Returns may be subject to a restocking fee, and not all products are returnable by Our distributors.

Pricing is based on the total Quote purchase.

Unless otherwise specified, all quoted items carry the manufacturer's warranty covering parts and labor for hardware on a return-to-depot basis.

We may vary or withdraw a Quote at any time and for any reason in Our absolute discretion without prior notice to You.

You may place an Order by completing an Order form or approving a Quote electronically, providing Your full legal name, address, and any applicable Quote number and date.

Orders sent by email or through Our web-based ordering system are treated as if signed by You or on Your behalf by the sender.

Any person signing or sending an Order warrants that they are authorized to do so on behalf of the named Client.

An Order has no effect until accepted by Us in writing and payment in cleared funds has been received for the Order, freight, delivery, and any applicable in-transit insurance.

We are not obligated to deliver any Order until payment is received in full.

We may conduct a credit reference check for any prospective Client to whom We are considering extending credit or payment terms. By submitting an Order, You consent to this check.

You may not cancel an Order without Our prior written consent. Once a manufacturer or supplier has despatched Goods, cancellation may not be possible.

You agree to cooperate with Our processes and procedures as communicated to You from time to time during the provision of Services and supply of Goods.

All rates and amounts charged or quoted for Goods and/or Services are exclusive of applicable taxes and government charges unless otherwise stated in writing.

You must pay for Goods and Services at the Rates set out in the applicable Plan and Rate Schedule as in effect at the time of provision.

We reserve the right to vary any Rate and/or the Rate Schedule at any time and in Our absolute discretion without notice, subject to any fixed pricing in an applicable Plan.

Call-out fees may be charged in addition to Rates at Our absolute discretion. The fee amount depends on the location where Services are provided.

Where We arrange a return or refund on Your behalf, or an Order is canceled by You after Our acceptance, We may charge a Return/Cancellation fee to cover Our administration costs, deductible from any refund due.

You must reimburse all reasonable out-of-pocket expenses incurred in providing Services — including travel, accommodation, parking, and related costs — upon written demand. Where practicable, We will seek prior written authorization before incurring significant expenses.

We may charge for Goods separately from Services or together, at Our absolute discretion.

Where charges are calculated in time increments (e.g., per hour or per 30 minutes), the full increment is charged even if work occupies only part of that increment.

Where there is any increase in Our underlying costs connected with the supply of Goods or Services, We may vary Our Rates accordingly.

Where You purchase Pre-Paid Blocks of Service, payment must be made in advance at the applicable Rate Schedule rate. Unused Service time within a Period:

• cannot be rolled over to any subsequent Period; and
• will not be refunded, credited, or otherwise compensated.

We may withdraw, vary the scope of, add to, or change the Services and Plans We offer at any time and in Our absolute discretion without notice to You.

We will provide a copy of the current Rate Schedule upon request. Plan Schedules are available to Clients enrolled in the applicable Plan.

We will use reasonable efforts to dispatch Goods by the agreed date but accept no liability for non-delivery or delay caused by circumstances beyond Our reasonable control, including supplier failures or delays by third-party carriers.

You must be available to accept Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

Delivery is deemed to occur when Goods arrive at Your nominated address. Risk of loss, breakage, damage, and all other risks pass to You upon delivery. Title to the Goods is governed by Section 15.5.

You must ensure Goods are adequately insured from the time of delivery.

Until We receive full payment in cleared funds for all amounts owed by You:

• Title to, and ownership of, Goods supplied remains vested in Us;
• You must hold those Goods as Our fiduciary agent and must not sell them;
• You must keep those Goods separate from other goods and maintain their labelling and packaging intact;
• If You sell the Goods in breach of these Conditions, You must hold the proceeds on trust for Us in a separate account; and
• We may, without prior notice, enter any premises where the Goods may be held, take possession of, and remove those Goods. You irrevocably authorize Us and Our agents to do so and indemnify Us against all costs and claims arising from such entry, repossession, or removal.

We supply Goods subject to all applicable manufacturer or supplier returns and claims policies. You accept Goods subject to those policies and indemnify Us against any failure or default by a manufacturer or supplier.

Customized, special, or overseas-sourced Goods, and Goods from suppliers no longer trading, are not returnable.

You must inspect all Goods upon delivery. Written notice of any claim, return request, or refund request must be provided within seven (7) days of delivery. Failure to give timely notice constitutes acceptance of the Goods without recourse.

Where You are entitled to return Goods, they must be returned in original condition and unopened, except where the Goods are defective or misdescribed, in which case they may be returned after opening.

You are responsible for all return costs unless the manufacturer or supplier agrees to cover those costs.

You indemnify and hold Us harmless against all claims arising from Goods once they have been used, installed, customized, or resold by You.

You acknowledge that IT Services may involve trial and error, testing, and troubleshooting in novel circumstances. While We will make all reasonable efforts to provide sound advice and appropriate recommendations, You indemnify and hold Us harmless in the provision of Our Services.

We are only obligated to provide what We determine, in Our absolute discretion, to be reasonable assistance. Normally this is limited to work performed during Business Hours within the time frame estimated or allowed for the Work, whether or not that estimate is communicated to You. Additional work is chargeable at Our Rates.

The parties acknowledge that:

• We may recommend third-party Goods for Your use case;
• We have no control over compatibility, performance, or third-party vendor behavior in Your computing environment;
• Goods may fail to meet Your expectations or may not be fit for purpose for reasons outside Our control;
• You are solely responsible for decisions about whether to follow Our recommendations or to purchase Goods or Services; and
• Where We provide Services with a view to achieving stated outcomes, You must pay for those Services on time regardless of whether the outcomes are achieved, provided We have acted in good faith and made all reasonable efforts.

You agree to follow Our testing and troubleshooting instructions. Where those steps do not resolve the issue, We will allocate resources as We consider reasonable toward a resolution.

We will endeavor to supply Goods in accordance with Your Order. Minor variations in dimensions or specifications caused by manufacturer changes after the Order date are permitted.

If Goods ordered are unavailable, We may supply alternate Goods of equal or superior quality at no higher price than originally quoted.

You will rely on the manufacturer's warranty for Goods supplied by Us and will deal directly with the manufacturer for warranty claims.

You indemnify and hold Us harmless against any claim arising from a manufacturer's failure to honor their warranty obligations, including any damages or amounts owed to You under those warranties.

EXCEPT AS EXPRESSLY SET OUT IN A SIGNED WRITTEN AGREEMENT BETWEEN THE PARTIES, ALL GOODS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that Goods or Services will be uninterrupted, timely, secure, or error-free; that defects will be corrected; or that any system, network, or data will be free from compromise, intrusion, or loss. No advice or information, whether oral or written, obtained from Us creates any warranty not expressly stated in these Conditions.

To the fullest extent permitted by law, all implied terms, conditions, or warranties regarding quality, fitness for purpose, condition, description, design, or performance of Goods or Services are expressly excluded.

You indemnify and hold Us harmless against any claim for program or data loss or damage arising directly or indirectly from the supply of Goods or Services. You are solely responsible for maintaining adequate backups of Your programs and data.

You indemnify and hold Us harmless against any indirect or consequential loss, including loss of revenue, profits, business, goodwill, or any third-party liability, however caused.

You indemnify and hold Us harmless against any claim for loss or damage resulting from Our failure to meet a delivery date, or from a cancellation or suspension of Goods or Services.

Except as otherwise stated in these Conditions, We are not liable for any loss or damage — including from Our own negligence — in connection with: (a) Goods or Services or any Work; (b) these Terms and Conditions; (c) Your use of Our website; (d) the unavailability of Goods or Services; or (e) any act, omission, or inaccurate information provided by You.

To the extent that applicable law implies a condition or warranty that cannot be excluded but may be limited, Our liability for any breach of that condition or warranty is limited to, at Our election: replacing or supplying equivalent Goods, Services, or Work; repairing the Goods or Work; or paying the cost of replacement or repair.

Nothing in these Conditions excludes, restricts, or modifies any right or remedy that cannot be excluded, restricted, or modified by law.

If any provision of these Conditions is unlawful, invalid, or unenforceable, it may be severed without affecting the validity or enforceability of the remaining provisions.

We collect Your personal information for the fulfillment of Quotes, Orders, and the provision of Goods or Services, and may retain and use it for those purposes.

You are required to provide Your personal information to Us for these purposes.

We may disclose Your personal information to third parties where necessary to fulfill Quotes, Orders, or to provide Goods or Services to You — including verifying information, confirming requirements, or engaging suppliers on Your behalf.

We will not otherwise disclose Your personal information without Your consent unless required or authorized by law.

Your personal information will be held at Our principal place of business. You may contact Us to request access to or correction of Your information.

We rely on You to submit correct information. You may incur additional expenses if incorrect information is submitted.

You agree to provide Us with access to Your equipment, personnel, and sites as required for Us to provide the agreed Services.

You agree to allow Us to install remote monitoring and management software on Your equipment. This software enables Our technicians to view system statuses, monitor performance, access desktops, and control devices as necessary to deliver Services. Devices may need to remain powered on overnight or on weekends.

All invoices are due and payable within the terms stated on the invoice, by cash, cheque, credit card, or direct deposit.

If an invoice remains unpaid seven (7) days after the due date, We may, without prior notice, suspend or discontinue the supply of Goods and/or Services.

All legal and other costs incurred in recovering late payments will be added to the amount owed by You. Default on any invoice causes all amounts otherwise due at a later date to become immediately payable (collectively, the "Sum Due").

Interest accrues daily on any Sum Due at the maximum rate permitted by Georgia law, from the due date until paid in full.

All payments are applied first to recovery costs and legal fees; second to accrued interest; and third to outstanding invoices in order from oldest to most recent.

We may require security over Your property as collateral for any Sum Due, as a condition of continuing supply.

If a repayment arrangement is agreed and a scheduled payment is missed, We may again suspend or discontinue supply without prior notice.

You irrevocably appoint Us as Your attorney to take any steps We consider necessary for the recovery of a Sum Due or the creation, perfection, or enforcement of any security interest.

We may exercise any rights and remedies available to Us, including taking legal action, in addition to any other rights exercised under these Conditions.

During the term of Our engagement and for two (2) years thereafter, You agree not to solicit, recruit, or employ Our employees or contractors, or permit them to seek employment with You.

If You violate this provision, You agree to immediately pay Us liquidated damages equal to one hundred percent (100%) of the relevant employee's total annual salary. This amount represents a genuine pre-estimate of Our recruitment, onboarding, and training costs — it is not a penalty. We also retain the right to terminate this Agreement immediately without further liability to You.

All Software licenses are Your responsibility. You must maintain and store all license records, including for any Software installed by Us on Your behalf.

You indemnify and hold Us harmless against any claim, loss, or expense arising from:

• Unauthorized Software use by You;
• Any breach of a Software license for Software You provided to Us for installation;
• Our installation of Software You are not authorized to use; or
• Any defect or malfunction in third-party Software or related services.

All intellectual property rights in any custom software developed by Us remain Our exclusive property unless alternate arrangements are made under a separate written agreement.

You warrant that all confidential or copyright information or intellectual property You provide to Us belongs to You. You indemnify Us against any claim arising from a breach of this warranty.

All copyright and other intellectual property rights in any Work created, commissioned, or acquired by Us in the course of supplying Services will be Our exclusive property, unless otherwise agreed in writing.

Each party acknowledges that, in the course of this engagement, it may receive non-public, confidential, or proprietary information of the other party — including but not limited to business affairs, financial information, customer and employee data, future plans, and consulting techniques.

Each party agrees to:

• Hold all such information in strict confidence;
• Use it only for the purposes of this Agreement;
• Not disclose it to any third party without prior written consent; and
• Take all commercially reasonable steps to prevent unauthorized disclosure.

These confidentiality obligations survive the termination or expiry of this Agreement.

Before commencing arbitration, the party raising a dispute must give the other party written notice describing the dispute and the relief sought, sent to the address in § 6. The parties will attempt in good faith to resolve the dispute informally for sixty (60) days from receipt of that notice. Arbitration may only be commenced after that period expires.

Except as stated in § 32.5, any dispute, claim, or controversy arising out of or relating to these Conditions, the Goods, or the Services — including their formation, interpretation, breach, or termination — shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be seated in Cobb County, Georgia, before a single arbitrator, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — shall be severed from the arbitration and brought in the courts identified in § 7.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE CONDITIONS, THE GOODS, OR THE SERVICES.

Nothing in this section prevents either party from (a) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or rights under § 31; (b) bringing an individual claim in small claims court if it qualifies; or (c) Us bringing an action to collect amounts You owe under § 28.

This section survives termination of these Conditions and of any agreement between the parties. If any portion of this section other than § 32.3 is found unenforceable, that portion shall be severed and the remainder shall continue in force.

Service Requests requiring urgent attention outside of Business Hours must be submitted by phone. After-hours charges apply. Requests submitted by email outside Business Hours will be reviewed on the next Business Day.