General Terms & Conditions

1. Definitions and Interpretation

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by Merit IT LLC the following words have the following meanings:

"After Hours" means from 5:30 PM EST to 7:30 AM Monday to Friday and all-day Saturday and Sunday, including public holidays.

"Business Hours" means 7:30 AM to 5:30 PM Monday to Friday excluding public holidays.

"Client", "You" or "Your" means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors and assigns.

"Conditions" means these terms and conditions.

"Goods" means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things.

"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 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.

"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, contract or arrangement entered into by Us and You or in these Conditions and includes any monies payable to Us on a quantum meruit basis for any work 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.

"Service request" means a request for service such as adds, moves, changes and technical assistance.

"Services" means the provision of any services by Us including Work, advice and recommendations.

"Software" includes software and any installation, update, associated software and any services provided in connection with any of these things.

"Us", "Our" or "We" means Merit IT LLC and its heirs, successors and assigns.

"Work" means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

Unless the contrary intention appears: words denoting the singular shall include the plural and vice versa; reference to any gender shall include every other gender; headings are for convenience only and do not affect interpretation; all references to dollars ($) are to USD; a reference to time is to Eastern Standard Time.

2. Application of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You. The invalidity or enforceability of any one or more provisions of this Agreement will not invalidate or render unenforceable the remaining provisions.

3. Commitment Term

3.1 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.

3.2 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 as specified in Clause 4.

4. Termination

4.1 This Agreement may be terminated by You upon ninety (90) days written notice if We: (a) fail to fulfil in any material respect our obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice; (b) breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days; or (c) terminate or suspend our business operations, unless succeeded by a permitted assignee.

4.2 This Agreement may be terminated by Us upon ninety (90) days written notice to you.

4.3 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.

4.4 Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay for an additional thirty (30) days of service to assist in transitioning and licensing costs.

5. Representations

5.1 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 as may be contained in the Conditions.

6. Notices

6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

7. Governing Law

7.1 The Conditions shall be governed by and construed in accordance with the laws of Pennsylvania and the parties submit to the non-exclusive jurisdiction of the Courts of Pennsylvania.

8. Assignment

8.1 You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

9. Variation of These Terms and Conditions

9.1 We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

10. Quotes

10.1 Quotes are valid for 7 days unless otherwise specified. A Quote is merely an invitation to You to place an Order and does not create a binding contract.

10.2 Once a Quote has been confirmed by Us, the prices in the Quote will be confirmed as the final agreed price.

10.3 The price in the final Quote may vary from the original request if there are any price or product changes requested by You.

10.4 Quotes and estimates are based on the cost at the time the Quote or estimate is given. Any changes You later require will be charged at Our prevailing rate.

10.5 The general minimum turnaround time for a Quote request is usually 24 hours. If a Quote is required urgently, please let us know.

10.6 We reserve the right to vary or withdraw a Quote at any time in Our absolute discretion, including where Goods or Services become unavailable or the cost price increases after the date of the Quote.

10.7 ETA information is based on estimates given by our vendors and cannot be held as an actual promised date. Freight charges will be added to Orders unless otherwise stated.

11. Orders

11.1 You may place an Order for Goods and/or Services with Us. We will normally require a completed Order form or electronic approval of the Quote with Your full legal name, address, and any relevant Quote number and date.

11.2 An Order sent by email or approved through Our web-based ordering system is treated as if signed by the person whose name appears as the sender or submitter.

11.3 An Order has no effect unless accepted by Us and until We have received payment in clear funds for the Order and any related freight, delivery and in-transit insurance costs.

11.4 You will not cancel an Order unless We agree to do so in writing. You acknowledge that We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods.

11.5 You agree to co-operate with Us and comply with Our processes and procedures as advised to You from time to time.

12. Pricing and Rates

12.1 All rates and amounts charged or quoted are exclusive of Tax and any other applicable taxes or government charges unless otherwise stated in writing by Us.

12.2 We reserve the right to vary any Rate and/or the Rate Schedule from time to time in Our absolute discretion and without notice to You.

12.3 Call-out fees may be charged in addition to the Rates at Our absolute discretion. The amount of the call-out fee will depend upon where the Services are provided.

12.4 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 a Return/Cancellation fee to cover administration costs.

12.5 You must pay any out-of-pocket expenses incurred by Us in providing the Services, including travel costs, accommodation, and related expenses, upon written demand.

13. Services and Plans

13.1 We may withdraw, vary, or add to the Services without notice to You, from time to time in Our absolute discretion.

13.2 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. Contracting

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. Delivery, Title and Risk

15.1 We will use all reasonable endeavors to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond Our reasonable control.

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

15.3 Risk of loss passes to You when the Goods are delivered to Your nominated address. You will ensure that Goods are adequately insured from the time of delivery.

15.4 Until We receive full payment in cleared funds, title to Goods remains vested in Us. You must hold those Goods as fiduciary bailee and agent for Us and must not sell them without Our consent.

16. Returns and Claims for Goods and Services

16.1 You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier.

16.2 Where Goods have some element of customization, are special or unusual, obtained from overseas, or are otherwise not readily returnable by Us to the manufacturer or supplier, You may not return the Goods or cancel related services.

16.3 You will inspect all Goods immediately upon delivery. Within 7 days of delivery You may give written notice of any matter by reason of which You might wish to return the Goods or make a claim. If no such notice is given on time, You will accept the Goods without return, refund or claim.

16.4 Where You are entitled to return Goods, You must return them in their original condition and unopened, unless it becomes apparent upon opening that the Goods are different to what is described on the packaging or that the Goods are faulty.

16.5 You will pay all costs incurred by Us in arranging the return of the Goods to a manufacturer or supplier unless that manufacturer or supplier pays such costs.

17. Computer Utility, Functionality and Fitness for Purpose

17.1 You acknowledge that a reasonable incident of the Services may involve trial and error and that computing is a science applied often in novel or unknown circumstances. 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. You will always indemnify and hold Us harmless in the provision of our Services to You.

17.2 We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances. Reasonable assistance is normally limited to work done during Business Hours over a period of time not exceeding any period We have estimated the Work will take.

17.3 We may recommend that You purchase Goods provided by third parties. 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, including compatibility and behavior of the Goods.

18. Force Majeure

18.1 If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

18.2 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, lock-outs, work stoppages, wars, riots or civil commotion, intervention of public authority, explosion or accident.

19. Product Specifications

19.1 We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer after the Order date and before delivery.

19.2 If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

20. Warranties

20.1 You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.

20.2 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.

21. Liability

21.1 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 You indemnify and hold Us harmless in respect of any claim, loss or expense for any program or data loss or damage arising directly or indirectly from the supply of the Goods or Services by Us. You are solely responsible for backing up Your programs and data.

21.3 You indemnify and hold Us harmless in respect of 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.

21.4 We are not liable for any loss or damage of any kind however caused which is suffered or incurred by You in connection with: Goods or Services provided or any Work; these Terms and Conditions; Your use of Our website; the non-availability of Goods or Services for any reason; or any act or omission of Ours.

21.5 Nothing in these Conditions is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

22. Errors and Omissions

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. Privacy Statements and Your Rights

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 it for any such purposes. Your information will not be shared with third parties except as required to fulfil your order or as required by law.

24. Our Website

24.1 We make no representations or warranties in relation to information available on Our website, including without limitation as to its accuracy, currency or completeness. You use Our website at Your own risk.

25. Insurance Coverage

25.1 We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000. At Your request We will provide You with certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal and at other times as may be reasonably requested by You.

26. Lodging of Service Requests

26.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests as communicated to You from time to time.

27. Access to Systems, Sites, and People

27.1 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.

28. Third Party Authorizations

28.1 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.

29. Payment, Late Payment and Default

29.1 All invoices issued to You are due and payable within the terms stated on the invoice (unless otherwise agreed in writing), by cash, cheque, credit card or direct deposit in accordance with these Terms and Conditions.

30. Non-Solicitation of Clients and Employees

30.1 You agree that employees are one of Our most valuable assets. Our policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).

31. Software

31.1 All Software licenses are the responsibility of You and not that of Us. It is Your duty to store all licenses for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us.

32. Copyright and Confidentiality

32.1 You warrant that any confidential or copyright information or intellectual property provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if such warranty had not been breached. 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.