Terms and Conditions
The following are the “Terms and Conditions” which govern the delivery of the I.T services provided by Techware Support. (“Techware Support”) to the client noted in the applicable Services Agreement (“Client”) which
is executed by and between the parties and references these Terms and Conditions.
Project Authorization & Services. The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services schedule, Techware Support quotation (“Quote”), order form,
statement of work or other document executed by the Techware Support and Client referencing these Terms and Conditions (each, a “Services Schedule”). The Services may include (a) configuration,
implementation, training or other consultation related to a Techware Support product or service that Client has received rights to use under a separate agreement, and/or (b) strategic, advisory, design and/or
other consulting services related to I.T Networking/Servicing and shall be governed by these Terms and Conditions.
Payment for Services. Services fees are invoiced in full upon receipt of an order, with payment terms of 15 days, except as otherwise specified on the applicable Services agreement. The fees specified in the
Services agreement are the total fees and charges for the Services and will not be increased during the term of the Services agreement except as the parties may agree in writing. Client is responsible for all
applicable federal, state and local sales, use or other taxes due on the Services rendered hereunder, except for taxes based on Techware Support income. If any change affects the time or cost of performance
under the applicable Services agreement, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective. If Techware
support is scheduled to be onsite and Client cancelled without any form of notification, Client shall be invoiced the normal call charge fee of €20.
Term and Termination. These Terms and Conditions shall remain in effect from the effective date specified in the Services Agreement through the completion of the Services contemplated in the Services
Agreement. Each Services Schedule, with respect to the Services, shall become effective on the effective date specified in the applicable Services Agreement (“Services Agreement Effective Date”) and shall
expire on the date that Services are completed thereunder (“Services Agreement Completion Date”). Either party may terminate the Services Agreement upon written notice given to the other party, if the other
party materially breaches the Services Agreement and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination by Client for Techware Supports’ material
breach, Client shall be liable only for payment for the Services rendered through the termination date, and shall receive from Techware Support a pro-rata refund of any unused, prepaid fees for Services.
Provision of Services. Techware Support will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within twelve (12)
months from the date they were ordered. Services will ordinarily be performed by a Techware Support service representative or other authorized representative of Techware Support. Client agrees, however, that
Techware Support, in its sole discretion, may provide the Services through a third party representative.
Access. Client shall provide Techware Support with access to data, materials, software and hardware as reasonably required for Techware Support to perform the Services (“Client Materials”). Client hereby
grants Techware Support a limited right to use such Client Materials solely for the purpose of performing Services hereunder. Client represents and warrants that it has all rights necessary in the Client Materials
to provide them to Techware Support for such purpose. Client shall provide Techware Support with safe access to Client’s premises as reasonably required for Techware Support to perform the Services, if onsite
performance of Services is needed and agreed to by Client. Techware Support personnel shall comply with the reasonable written rules and regulations of Client related to use of its premises, provided that such
written rules and regulations are provided to Techware Support prior to commencement of the Services. Techware Support shall not be responsible for failures or delays in performing Services due to Client’s
failure or delay to provide access to Client Materials or Client premises or due to Client-imposed or government-imposed security requirements.
Third Party Platforms and Data. For certain Services, the Client may provide Techware Support with access to certain data and materials (“Third Party Data”) accessed through Clients’ accounts (“Third Party
Accounts”) with third party application platforms through which Client uses day to day (“Third Party Platforms”). Third Party Platforms, applications or devices owned or controlled by Client or a third party for which
Client wishes to, and has the authority to, third party APIs, or any other collection methods to collect or upload data in connection with the Services. For these Services, Techware Support will need rights to
access, upload and view the Third Party Data by using Client’s credentials to access Third Party Accounts. Client acknowledges and agrees that Services related to any Third Party Data or Third Party Platforms
are conditioned and dependent upon the applicable Third Party Platform allowing access to Client’s Third Party Account and Third Party Data as a service provider of Client. Client shall provide Techware Support
with timely and appropriate access to its Third Party Account credentials and password (“Third Party Account Information”) to enable Techware Support to access Client’s account on Third Party Platforms. Client
acknowledges and agrees that Techware Support’ provision of the Services related to any Third Party Data is conditioned upon Techware Support’ receipt of correct and accurate Third Party Account information
charge or restrictions. Techware Support is not responsible for any changes or dysfunction of the results of the Services, including, without limitation, any data visualization dashboard and/or the data contained
purpose of providing Services, if such right is necessary to provide the Services as described in the Services Agreement: (a) access Client’s Third Party Accounts, (b) access and retrieve Third Party Data from
the Third Party Platforms via Client’s Third Party Accounts, (c) collect, store, use, distribute, copy, modify and process any Third Party Data accessed via its Third Party Account solely to provide the Services’ and
(d) take such action with respect to Client’s Third Party Accounts as appropriate in order to provide the Services. Client shall ensure that the optimization, collection, uploading, transmission, processing and
storage of Third Party Data and any other data provided by Client in connection with Client’s use of the Services at all times comply with (i) Client’s own policies regarding privacy and protection of user information,
(ii) all applicable third-party terms and privacy policies, including all applicable Third Party Platform terms, and (iii) all applicable laws, rules and regulations, including those related to optimization, processing,
storage, use, reuse, disclosure, security, protection and handling of Third Party Data.
Intellectual Property Rights. Client has and will retain sole and exclusive right, title and interest in and to all Client Confidential Information, Client Materials, Third Party Data, and Third Party Account Information
(collectively, “Client Property”), including any and all intellectual property rights therein. Techware Support has and will retain sole and exclusive right, title and interest in and to all Techware Support Confidential
Information, Techware Support products, Techware Support service, and all Techware Support technology, platforms, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and
know-how, and any modifications, improvements or derivative works of the foregoing, including any and all intellectual property rights therein, (collectively, “Techware Support Property”). However, Techware
Supports’ ownership rights do not extend to Client Property embedded or incorporated in the foregoing items. Unless expressly stated otherwise in Services Agreement, Techware Support will retain all right, title
and interest in and to all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative
works of the foregoing resulting from or used in providing the Services of the type described in Section 1(a) above, excluding any and all Client Property, including any and all intellectual property rights therein
(“Configuration Services Results”). Upon full and final payment of all fees and expenses owing to Techware Support under the applicable Services Agreement, Techware Support hereby grants to Client the same
rights to use the Configuration Services Results as the rights granted to Client under the Techware Support agreement with respect to the Techware Support software or “software as a service” product to which
such Configuration Services Results pertains. Unless expressly stated otherwise in the applicable Services Agreement, Techware Support hereby assigns to Client, upon full and final payment of Fees due
hereunder, all right, title and interest in and to the data delivered or made available to Client as result of Services of the type described in Section 1(b) above (“Client Data”).
Warranty. Provided that Client performs its obligations to Techware Support under these Terms and Conditions and the applicable Services Agreement, Techware Support warrants to Client that the Services
performed by Techware Support will be performed consistent with generally accepted industry practice. Techware Support warranty shall expire 30 days after the applicable Services Completion Date or earlier
termination. Techware Supports’ warranty shall only be effective if Client notifies Techware Support of the breach of warranty within 30 days after the applicable Services Completion Date. Techware Support ’
sole and exclusive obligation for breach of warranty shall be, at Techware Support ’ option, to (a) use commercially reasonable efforts to perform the Services in a manner that conforms to the warranty, or (b)
refund to Client the fees paid by Client to Techware Support for the nonconforming Services. The remedies set forth in this paragraph are Client’s exclusive remedies for any breach of warranty.
Exclusion of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8 OF THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS”. TECHWARE SUPPORT
EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DESIGN OR SUITABILITY, OR QUALITY OF SERVICE. WITH RESPECT TO THE PROJECT OR
ANY GOODS, SERVICES OR OTHER MATERIALS DELIVERED BY TECHWARE SUPPORT, TECHWARE SUPPORT DOES NOT GUARANTEE IN ANY WAY THAT THE RESULTS OF ANY ANALYSIS AND
REPORTS IT PRODUCES ARE ACCURATE. NO WARRANTIES SHALL ARISE UNDER THESE TERMS AND CONDITIONS FROM COURSE OF DEALING OR USAGE OF TRADE. NOT WITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, NONE OF TECHWARE SUPPORTS’ REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THESE TERMS AND CONDITIONS SHALL APPLY WITH
RESPECT TO THIRD PARTY DATA OR THIRD PARTY PLATFORMS. TECHWARE SUPPORT MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY
FOR ANY THIRD PARTY DATA, INCLUDING THE ACCURANCY OR LEGALITY OF ANY THIRD PARTY DATA. ALL SERVICES WITH RESPECT TO THIRD PARTY PLATFORMS AND THIRD PARTY DATA
ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY BE DISCONTINUED AT ANY TIME BY TECHWARE SUPPORT.
Limitation of Liability. NOT WITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF
THESE TERMS AND CONDITIONS FOR THE SERVICES PERFORMED HEREUNDER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO TECHWARE SUPPORT UNDER THE
APPLICABLE SERVICES AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING
LOSS OF PROFITS OR DATA) WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 10 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY
SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Techware Support is willing to enter into these Terms and Conditions and the Services
Agreement and perform Services for Client only in consideration of and in reliance upon the provisions of these Terms and Conditions limiting Techware Supports’ exposure to liability, including but not limited to
the provisions contained above. Such provisions constitute an essential part of the bargain underlying these Terms and Conditions and the Services Agreement and have been reflected in the consideration
Independent Contractor. Techware Support is, and throughout the term of these Terms and Conditions and the Services Schedule shall be, an independent contractor, and not an employee, partner or agent,
of Client. Techware Support shall not be entitled to nor receive any benefit normally provided to Client’s employees such as, but not limited to, vacation payment, retirement, health care or sick pay. Client shall
not be responsible for withholding income or other taxes from the payments made to Techware Support employees or authorized representatives.
Confidentiality. Each party may have access to information that is confidential and proprietary to the other party (“Confidential Information”). “Confidential Information” shall include any and all technical and nontechnical
information of each party, including but not limited to (a) patent and patent applications, (b) trade secrets, and (c) proprietary information–mask works, ideas, samples, media, techniques, sketches,
drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and
proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications,
engineering, financial information, procurement requirements, purchasing, manufacturing, Client lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising,
marketing plans and any other information of a similar nature. Each party agrees not to make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents
or service providers who are required to know to allow such party to exercise its rights or perform obligations under these Terms and Conditions or to use the Confidential Information for any purpose other than
in the performance of these Terms and Conditions. Each party agrees to take all reasonable steps to ensure that Confidential Information is secure and not disclosed or distributed by such party’s employees or
agents in breach of this Section 12. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than archival back-up copy. The obligations of this
provision shall not apply to any such Confidential Information which, after the date hereof, becomes publicly available without a breach of these Terms and Conditions, or is disclosed to a third party without similar
restriction on the third party’s rights, or is already known in the relevant industry. This Section 12 will survive termination of these Terms and Conditions and the applicable Services Agreement.
Assignment. Neither party may assign or delegate its rights and obligations under these Terms and Conditions and the Services Schedule to any third party without the prior consent of the other party to these
Terms and Conditions (which consent shall not be unreasonably withheld); provided, however, that a “change of control” transaction shall not be deemed assignment or delegation under these Terms and
Entire Agreement. These Terms and Conditions, together with all applicable Services Schedule executed by the parties constitute the entire agreement between the parties, and supersede all prior and
contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of these Terms and Conditions shall be effective
unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client
purchase order or in any other Client order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions shall be null and void. If any provision of
these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.
- The warranty period starts from the date you purchased the product/s as specified in the accompanying original invoice/cashsale.
- We guarantee that the goods will correspond with the stated description and specification.
- This warranty does not limit or effect the Legal Warranty or any other statutory rights.
- All warranties will be valid only on presentation of this Agreement, fiscal invoice/cashsale together with manuals, software and any other items including the original packaging.
- The terms of any manufacturer’s warranty and after sales service will be included within the documents accompanying the goods or online from the respective manufacturer’s website.
- We are always prepared to offer advice with regards to proper installation, compatibility, configuration and products upgrades. We understand the general purpose for which you require the goods and we will take reasonable care when giving you any advice.
- Without knowing the particular application for which you require our goods and the exact specification and configuration of any existing system into which you intend to install our goods we cannot and do not warrant the suitability of any of our goods for your particular purpose.
- The manufacturer’s warranty only covers hardware component failures in the product. Techware Support assumes no responsibility for any software subsequently install/breakdown/damage.
- Any software supplied with the product, including the operating system, is provided ‘as it is’. Techware Support does not warrant that the operation of any software supplied with your product will be uninterrupted and error-free, or that such software will meet your requirements.
- It is your responsibility to backup the contents of your hard drive before sending it in for service purposes. It is likely that the contents of your hard drive will be lost or reformatted in the course of repair and Techware Support will not be held responsible for any damage or loss of the programmes, data or other information stored on any media or any part of the product serviced hereunder or damage or loss arising from the product not being available for use before or during or after the period of service provided or any consequential damage resulting there from.
- Your product will be returned back to you configured as originally purchased.
- Please make sure that you have removed all third party hardware, software, features, parts, options, alterations and attachments not warranted from Techware Support. Techware Support is not responsible for any loss or damage to these items.
- The limited warranty does not cover the following: any third party accessories, cosmetic damages, damage or loss of any software programmes, data, or removable due to (A) natural disaster, misuse, normal wear & tear, abuse, negligence, commercial use or modifications to the product. (B) improper installation, operation or maintenance. (C) connection to improper voltage supply or electrical power surge. (D) attempted repair by any party other than at Techware Support. (E) use of components not approved by Techware Support. (F) use of pirated software. (G) lack of periodic maintenance as instructed by the manufacturer. (H) unsuitable water supply (water) or unapproved consumable/supplies. (I) exposure and/or contamination from liquids, abnormal corrosive conditions, excessive temperatures or foreign objects.
- The warranty is invalid if the serial number and/or seal/s has been altered and or removed from the product.
- Techware Support will not be responsible or guarantee compatibility with other part or peripherals.
- For warranty claims, products must be present for inspection by Techware Support and accompanied by the proof of purchase (invoice/cashsale). Techware Support reserves the right to check validity of your warranty claim and communicate entitlement for service accordingly.
- Repair or replacement under the terms of this warranty does not give the right to a new starting warranty. However, you are entitled to a warranty extension equal to the period the product is in workshop for service.
- Any replacement of the product may be either new or like new, providing it has functionality at least equal to the product being replaced.
- Techware Support will claim all ownership of the defective components. Techware Support may use various vendors’ components for the repair of the product as required.
- Techware Support entitles you to 3 months commercial warranty on replacement parts used to repair out of warranty product/s.
- Goods are not sold on trian basis. Unsealed or unpackaged software products are not returnable nor refundable.
- Goods may be supplied in cosmetically different packaging.
- All trademarks & logos acknowledged.
- All goods remain property of Techware Support until paid in full.