Terms and Conditions

GENERAL

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 Cortrucent LLC. the following words have the following meanings:

“After Hours” means from 17:00 - 08:00 hours Monday to Friday and all day Saturday and Sunday, including Public Holidays);

“Business Hours” means Monday to Friday from 08:00 to 17:00 hours 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 and 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 hours, half-days, days, weeks, months, or any other period, as may be agreed between Us and the 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;

“Affiliate(s)” means an entity that controls, is controlled by, or is under common control with a party to this Agreement. “Control” means the legal, beneficial, or equitable ownership, directly or indirectly, whether through the ownership of voting shares, by contract or otherwise.

“Client Indemnitee(s)” means Client, its Affiliates and their respective officers, directors, employees and agents.

“Confidential Information” means information which is identified or reasonably understood to be confidential or proprietary, including but not limited to any and all financial, technical, legal, marketing, network and/or other business information, audit reports, know-how, plans, records, files, file layouts, manuals, documentation or data (including but not limited to computer programs, code systems, applications, analyses, passwords, procedures, methodologies, output, software sales, customer information, personal individual information and list compilations). All information communicated during the course of this Agreement, whether written or oral, shall be assumed confidential even if it is not specifically noted as such at the time of the disclosure.

“Deliverable(s)” means the materials specified as deliverables pursuant to the applicable SOW.

“Disclosing Party” means a party to this Agreement which discloses its Confidential Information to a Receiving Party.

“Documentation” means any user manuals, technical manuals, training manuals, specifications or other explanatory or informational materials of any type, whether in paper or electronic form, provided by Cortrucent with respect to the Products. The Documentation furnished to Client shall include, at a minimum, all Documentation made available by Cortrucent to any of its Clients with respect to the same Products. Client may make such copies of the Documentation as reasonably necessary to facilitate Client’s use of the Products. All copyright and other proprietary right notices appearing on the Documentation furnished by Cortrucent shall be reproduced on any copies made by Client.

“Cortrucent’s Intellectual Property” means all intellectual property (excluding Client’s Confidential Information) that led to or produced the results of the Services, including but not limited to, ideas, know-how, techniques, methodologies, designs, inventions, improvements, processes, computer programs, software, source code, object code, graphics, pictorial

representations, user interfaces, functional specifications, reports, spreadsheets, presentations and analyses and all rights relating to the foregoing.

“Product(s)” means all software, equipment and related documentation developed by third party manufacturers and identified in the applicable Sales Proposal.

“Receiving Party” means a party to this Agreement which accepts, receives, views, or otherwise obtains Confidential Information from a Disclosing Party.

“Representative(s)” means a subcontractor, advisor, or agent performing on behalf of a party to this Agreement who has entered into a confidentiality agreement with that party no less restrictive than the confidentiality provisions herein.

“Sales Proposal” means a sales proposal prepared by Cortrucent which clearly identifies the Products to be purchased by Client.

“SOW” means a statement of work executed by both parties which sets forth the Services to be performed by Cortrucent under the terms and conditions set forth herein.

“Public Holidays” means any day which is a Federal 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.

“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 12.5 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 with any of these things;

" Us”, “Our” or “We” means Cortrucent LLC. and its heirs, successors, and assigns; and

“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.

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 Us, unless the contrary intention appears:

The paragraph headings in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. The wording in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.

All references to dollars ($) are to US Dollars

A reference to time is to US Eastern Time

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

A reference to a recital, clause, schedule, annexure or exhibit is to a 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 agreement or 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.

2. APPLICATIONS OF THESE CONDITIONS

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, 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 of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

3. COMMITMENT TERM
   • 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.
   • 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 Section 4
   • The term of this Agreement shall commence on the Effective Date and remain in force until terminated as provided herein.
4. TERMINATION
   • This Agreement may be terminated by You upon ninety (45) days written notice if We:
     • Fail to fulfill 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.
     • 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.
     • Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.  
   • This Agreement may be terminated by Us upon ninety (45) days written notice to you.
   • 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.
   • 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.
   • Client shall pay Cortrucent for any Services performed (including any related expenses incurred by Cortrucent) and Products ordered through the date of termination.

5. REPRESENTATIONS
   • 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.
6. NOTICES
   • All notices which are required by this Agreement to be in writing: (a) shall be delivered by hand, by overnight courier, by facsimile, or by certified or registered mail, postage prepaid, return receipt requested; (b) shall be deemed given upon receipt by the transmitting party of machine confirmation of successful transmission of a facsimile to the correct facsimile number, or on the date of actual delivery when the written notice is not sent by facsimile; and
     • shall be directed to the contact persons listed below at the respective addresses or facsimile numbers listed below, or to such other contact person, address or facsimile number as was last designated in a written notice by that party for notices to itself.

Notices to Client:

Notices to Cortrucent LLC:

7. GOVERNING LAW
   • This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New Jersey. Any disputes arising out of this Agreement shall be venued in federal or state district court in the State of New Jersey.
8. ASSIGNMENT
   • Neither party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, such consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s prior written consent, to (i) an Affiliate, (ii) an entity resulting from the consolidation or merger of such party with or into another entity, or (iii) an entity which acquires a majority of such party’s issued and outstanding capital stock or substantially all of such party’s assets, unless the acquiring company is a competitor of the other party. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
9. CONTRACTING
   • We may subcontract any or all the Services to be performed but shall retain prime responsibility for the Services under these terms.
10. CONFIDENTIALITY & OWNERSHIP
    • Proprietary Property. Both parties acknowledge and agree that a Disclosing Party’s Confidential Information is the proprietary property of the Disclosing Party, its Affiliates or customers and constitutes valuable trade secrets. Nothing herein shall be construed as granting the Receiving Party any right of use, title, or interest in the Disclosing Party’s Confidential Information.
    • Use and Care. Confidential Information provided by the Disclosing Party to the Receiving Party shall be used only (i) for the purpose for which it was provided, and (ii) by those employees and Representatives of the Receiving Party with a “need to know” and an obligation to protect. Any use or disclosure that is not expressly provided for in this Agreement is prohibited. The Receiving Party shall use the same degree of care to avoid disclosure or use of the Disclosing Party’s Confidential Information as it employs with respect to its own Confidential Information and, in any event, shall take all precautions that are reasonably necessary to protect the security of the Disclosing Party’s Confidential Information.
    • Information shall not be deemed Confidential Information if the Receiving Party can show that the information:
      • is previously known or in the possession of the Receiving Party prior to the Effective Date of this Agreement;
      • is or subsequently becomes part of the public domain through no fault of the Receiving Party;
      • is subsequently disclosed by a third party not under any confidentiality obligation to the Disclosing Party;
      • is developed independently by the Receiving Party without reliance on the Disclosing Party’s Confidential Information;
      • is otherwise approved for use or disclosure by written authorization from the Disclosing Party; or
      • is required to be disclosed pursuant to a valid order by a court or other governmental entity with jurisdiction, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such order (prior to any scheduled disclosure) in order to permit the Disclosing Party to challenge such disclosure or obtain a protective order at the Disclosing Party's expense.

The Receiving Party shall have the burden of proof with respect to any claimed exception to the obligations of confidentiality.

• Within thirty (30) days following the Disclosing Party’s request, the Receiving Party and its Representatives shall return or securely destroy (at the Disclosing Party’s election) all electronic or tangible items in their possession containing any of the Disclosing Party’s Confidential Information. If applicable, the Receiving Party shall send the Disclosing Party written certification of destruction of Confidential Information.
• Upon the occurrence or the threatened or likely occurrence of any breach hereof, the Disclosing Party shall be entitled to temporary, preliminary and permanent equitable and injunctive relief, it being expressly stipulated that any unauthorized disclosure shall cause irreparable harm to the Disclosing Party and that the Disclosing Party shall not in such event have an adequate remedy at law.
• All Confidential Information is "AS IS" and without representation or warranty. If a party takes any action permitted hereunder and relies on the other party's Confidential Information, it does so at its own risk and expense.
• 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.
• Cortrucent’s Intellectual Property. Except as otherwise specified in the applicable SOW, Cortrucent retains all right, title and interest in and to Cortrucent’s Intellectual Property. To the extent Cortrucent’s Intellectual Property is incorporated into any Deliverable, Cortrucent grants Client an irrevocable, nonexclusive, internal use, non-transferable royalty-free license to use Cortrucent’s Intellectual Property to the extent necessary to use such Deliverable for its intended purpose. Client agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this section.
• Except for 6.a above, Client owns the copyright in the Deliverables and each such Deliverable shall constitute a “work made for hire” (as defined in 17 U.S.C. § 101). If any such Deliverable is not deemed to be a “work made for hire,” Cortrucent hereby assigns the ownership of all copyrights in such Deliverable to Client and shall give Client all assistance reasonably required to perfect such ownership.

11. INDEMNIFICATION

• General Indemnification. Except to the extent caused by the negligent acts, errors or omissions or willful misconduct of the indemnified party, each party shall indemnify, defend and hold harmless the other party, its Affiliates and their respective officers, directors, employees and agents from and against third party claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys' fees and other litigation expenses) incurred by the indemnified party to the extent arising from (i) any gross negligent act, error or omission or willful misconduct of the indemnifying party under or related to this Agreement, including but not limited to causes of action for death or bodily injury or physical damage to or loss or destruction of any real or tangible personal property, or (ii) the indemnifying party’s breach of its confidentiality obligations hereunder.

• Infringement Indemnification. Cortrucent shall indemnify, defend and hold harmless the Client Indemnitees from and against third party claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys' fees and other litigation expenses) incurred by the Client Indemnitees to the extent Client’s use of the Deliverables constitutes an infringement, misappropriation or violation of any third party’s intellectual property rights. Cortrucent shall have no obligation to indemnify, defend or hold harmless any Client Indemnitee for any claim of infringement, misappropriation or violation caused by a Client Indemnitee’s (i) use of the Deliverables in combination with any other products or services in a way not authorized by Cortrucent if the infringement, misappropriation or violation would not have occurred but for such combination, or (ii) alteration, change or modification of the Deliverables not authorized by Cortrucent if the infringement, misappropriation or violation would not have occurred but for such alteration, change or modification.

12. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, CORTRUCENT AFFILIATES) OR SUPPLIERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY (I) DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR EQUIPMENT DOWNTIME, OR (II) CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY ARISING OUT OF, OR CONNECTED WITH THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY THE OTHER PARTY; PROVIDED, HOWEVER, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO CORTRUCENT DURING THE PRECEDING TWELVE (12) MONTHS. NO ACTION REGARDING THE SERVICES, DELIVERABLES, OR PRODUCTS (OTHER THAN WITH RESPECT TO PAYMENTS HEREUNDER) MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF EITHER (I) THE CONCLUSION OF SERVICES AND DELIVERY OF ANY DELIVERABLES UNDER THE APPLICABLE SOW OR DELIVERY OF THE PRODUCTS, OR (II) THE CLAIMANT PARTY’S KNOWLEDGE OF THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS AMOUNT.

13. EXPORT CONTROL
    • he parties agree to comply with all applicable U.S. export control laws and regulations, including but not limited to the requirements of the Arms Export Control Act (22 U.S.C. § 2751-2794), the International Traffic in Arms Regulations (ITAR) (22 U.S.C. § 120 et seq) and the Export Administration Regulations (15 C.F.R. § 730-774), including the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, each party agrees that it will not transfer any export controlled item, data, Product or Services to foreign persons employed by or associated with the other party without the authority of an export license, agreement or applicable exemption or exception. Each party agrees to notify the other party if any Deliverables are restricted by export control laws or regulations.
14. ENTIRE AGREEMENT;AMENDMENT
    • Any pre-printed terms and conditions on the back of Client’s standard purchase order form are superseded by the terms of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be altered only by a written amendment identified as such and signed by authorized personnel of both parties. All such amendments to this Agreement shall be binding on both parties despite any lack of consideration.
15. COUNTERPARTS
    • This Agreement may include facsimile or electronic signatures and may be signed in counterparts, each of which shall be an effective and binding original, but all of which together shall constitute one instrument.
16. CLIENT REFERENCE
    • Notwithstanding Section 10.a, during the term of this Agreement, Client agrees to act as a reference for existing and prospective clients of Cortrucent. Cortrucent may list Client’s name on a client list, which it provides to prospective buyers of its products or services.
17. NO PUBLICITY
    • Neither party shall without the other party’s written consent, issue any announcement, news release, denial or confirmation of this Agreement or in any other manner advertise or publish this Agreement or its terms and conditions. Nothing in this Agreement is intended to imply that either party will agree to any publicity whatsoever. A party may, in its sole discretion, withhold consent to any publicity. In addition, nothing in this Agreement grants a party the right to use any trademarks, trade names or logos proprietary to the other party.
18. INDEPENDENT CONTRACTOR
    • Independent contractor. It is agreed and understood that Cortrucent’s relationship to Client is that of an independent contractor. Neither party shall be deemed to be a partner, agent, employee or joint venture of the other party. Cortrucent and its employees, agents and contractors shall not represent or imply that they are employees, agents, partners or joint ventures of Client. All persons performing Cortrucent’s obligations under this Agreement shall be considered to be solely the employees, contractors or agents of Cortrucent or its contractors, and Cortrucent and its contractors shall be responsible for ensuring there is payment of any and all salaries, wages, payroll taxes, insurance and other items payable to or on behalf of such personnel, and for maintaining worker’s compensation insurance on such personnel.
19. DISPUTE RESOLUTION
    • Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the parties agree to attempt in good faith to resolve the dispute first through negotiations between the parties’ senior executives. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written request to negotiate, the parties shall attempt to resolve the dispute by mediation with a neutral third-party mediator acceptable to both parties. Any mediation expenses shall be shared equally by the parties. If, following or during such mediation, either party elects to pursue any available legal remedy for the dispute via suit, the prevailing party shall be entitled to recover from the non-prevailing party any and all costs and expenses incurred by the prevailing party, including but not limited to reasonable attorneys’ fees, court costs and expert fees. Nothing in this section shall be construed as prohibiting a party from applying to a court for interim injunctive relief.
20. REMEDIES NOT EXCLUSIVE
    • Remedies not exclusive. No remedy made available under this Agreement is intended to be exclusive unless expressly stated otherwise herein.
21. NON-WAIVER
    • Non-waiver. No term or provision of this Agreement shall be deemed waived and no breach shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other shall constitute consent to, waiver of, or excuse for any different or subsequent breach.
22. PARTIAL INVALIDITY
    • Partial invalidity. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect. The parties shall in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute shall be as consistent as possible with the original intent of the parties.
23. SURVIVAL OF OBLIGATIONS
    • Termination or cancellation of this Agreement for any reason, or completion of performance under any purchase order, shall not relieve either party of any previously accrued obligations or of any obligations, which by their nature are intended to survive such termination, cancellation or completion. Obligations which survive shall include but not be limited to obligations in connection with warranties, Confidential Information, Indemnification and Limitation of Liability.
24. ERRORS AND OMISSIONS
    • 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.
25. FORCE MAJEURE
    • 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.
    • 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 or public authority, explosion or accident, provided the nonperforming party promptly notifies the other party of the nonperformance and takes all reasonable steps to recommence performance promptly. Notwithstanding the foregoing, no such events, circumstances or causes shall excuse Client’s obligation to pay undisputed amounts when due hereunder.

GOODS AND SERVICES

QUOTES AND ORDERS

26. • Cortrucent shall invoice Client for the Products upon shipment.
    • Cortrucent shall invoice Client, in accordance with this Agreement and the applicable SOW, for all Services provided and reasonable out-of-pocket expenses authorized by Client and incurred through the date of such invoice.
    • Purchase Order Number. All invoices shall prominently reference Client’s purchase order number.

• 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.
• 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 for the Order and any related freight, delivery and (where applicable) in-transit insurance costs.
• No obligation to deliver: 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.  

27. INVOICING AND PAYMENT TERMS
    • Client shall pay undisputed amounts within thirty (30) days after the date of Cortrucent’s invoice. Client shall provide written notification of any disputed invoice within five (5) days of receipt. Disputed amounts shall be paid within ten (10) days of resolution.
    • Shipping charges. All shipments of the Products shall be packed at Cortrucent’s Client is responsible for shipping and handling charges for any Products on Client’s purchase order.
    • 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, vehicle expense, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorisation from You before such expenses are incurred.
    • 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.
    • 14 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.
    • Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default on payment of an invoice, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all these moneys are referred to in these Conditions as a “Sum Due”.
    • Interest: If payment of any Sum Due is not made on time, We will charge 1.5% interest per month on the Sum Due from the due date until the Sum Due is paid in full.
    • Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
    • Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.
    • Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:
      • are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
      • are only provided by Us during the applicable Period. Where Services are provided for a specified Period:

28. PRICING AND RATES
    • Cortrucent shall collect from Client and transmit to the proper authorities all taxes which Cortrucent is required by law to collect from Client in connection with this Agreement or the transactions contemplated by this Agreement.
    • 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.
    • Vary Rates: We reserve the right 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 and without notice to You.
    • 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 Return/Cancellation fee 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 moneys otherwise due to be refunded to You by Us.
29. SERVICES AND PLANS
    • 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 without notice to You, from time to time in Our absolute discretion.
    • Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for Plans and are available to Clients participating in the Plan.
30. DELIVERY & TITLE
    • Title and Delivery. Cortrucent shall deliver the Products as specified in the applicable Sales Proposal. Title to the Products (excluding any licensed Products) and all risk of loss shall pass to Client upon shipment.
31. PRODUCT LICENSE AND WARRANTY
    • Product License and Warranty. Client acknowledges that (i) Cortrucent is an authorized reseller of Products and does not give or imply that it gives any warranties or indemnifications relating to any Products; (ii) the only warranties or indemnifications relating to such Products are those offered by the Product manufacturer, and (iii) Client's use of the Products shall be subject solely to the terms and conditions of the applicable Product manufacturer's end user license agreement which may be presented in print, electronically or in any other format.
32. PRODUCT RETURNS
    • Product Returns. Product return requests must be received by Cortrucent within thirty (30) days of Client’s receipt of the Products. Approval for return of Products is subject solely to the manufacturer’s return policy. All Products approved for return must: (i) be in new and unopened condition and include all packaging materials, instructions and accessories, (ii) have no permanent software keys issued, (iii) include the RMA number issued by Cortrucent, and (iv) include the original Cortrucent invoice number. Returns for credit are subject to a twenty percent (20%) restocking fee.
33. PRODUCT SPECIFICATIONS
    • Alterations to Specifications: 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 of the Goods after the Order date and before delivery.
    • Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.
34. DELIVERY OF SERVICES
    • Statements of Work. Each SOW shall define the specific Services to be provided, Deliverables, work schedule, fees and expenses and other specifications pertaining to the Services. Each SOW shall be deemed to incorporate all the terms and conditions of this Agreement (unless any provisions of this Agreement are specifically excluded or modified in such SOW) and may contain such additional terms and conditions as the parties may mutually agree. All SOWs, once duly executed, shall be incorporated into and form a part of this Agreement.
    • Changes to Services. Changes to the scope of Services or other specifications set forth in a SOW shall be set forth in a change order signed by both parties. If such changes cause an increase or decrease in any fees or a change in work schedule, an equitable adjustment in the fees or schedule shall be agreed upon by the parties and included in the change order.

• Acceptance of Deliverables. The criteria and process for Client’s acceptance of the Deliverables shall be specified in the applicable SOW.
• Personnel on site. Cortrucent’s personnel who perform services at Client’s premises shall comply with all of Client’s site rules. A current copy of the site rules will be provided to Cortrucent before the project start date on the SOW. Client reserves the right to require any Cortrucent personnel to immediately and permanently leave Client’s premises in the event of any such noncompliance or any noncompliance with law, or in the event such person is engaged in activities that Client believes could be detrimental to Client or Client personnel.
• Site preparation. Client shall be responsible for preparing the installation site for the If Client requires assistance on site for preparation, Cortrucent will make best efforts to assist Client. If Client requires written documentation, Cortrucent will work with Client on a mutually agreeable statement of work to provide the written site preparation.
• Services Warranty. Cortrucent warrants that it shall perform the Services in accordance with (i) the prevailing standard of care, skill and diligence exercised by experienced consultants in the information technology industry, (ii) all applicable laws, and (iii) the specifications set forth in the applicable SOW. Client shall provide Cortrucent with written notice and details of any alleged breach of the foregoing warranty by Cortrucent’s completion of the Services. Upon Cortrucent’s confirmation of such alleged breach of warranty, Cortrucent shall correct the deficient Services at no additional cost to Client. Cortrucent makes no warranty that the Service will be error-free, free from interruption or failure, or secure from unauthorized access, or that the Service will detect every vulnerability to Client’s network, or that the results generated by the Service will be accurate or complete. The Service may become unavailable due to multiple factors including but not limited to, scheduled or unscheduled maintenance, technical failure of the software, the telecommunications infrastructure, or interruption in the Internet. Except as otherwise provided in this Agreement,

the warranties stated herein are limited warranties and are the only warranties made by Cortrucent. CORTRUCENT HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

OUR RESPONSIBILITIES

35. PRIVACY STATEMENTS AND YOUR RIGHTS
    • 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 (“Authorised Purposes”).
    • You are required to provide your personal information to Us for Authorized Purposes.
    • 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 enquiries 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 enquiries relating to any of the foregoing.
    • Otherwise We will not disclose Your personal information without Your consent unless required by law.
    • 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.
    • 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.
36. OUR WEBSITE
    • We make no representations or warranties in relation to information available on Our website, including without limitation:
      • that the information on Our website is complete or correct;
      • 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

37. INSURANCE COVERAGE
    • We agree to maintain commercial general liability insurance with a combined single limit of not less than $1 million per occurrence and an aggregate limit of not less than $2 million. If any Cortrucent personnel will perform Services at Client’s premises, Cortrucent agrees to maintain worker’s compensation coverage and employer’s liability insurance as required by applicable state law.

YOUR RESPONSIBILITIES

38. SUBMISSION OF SERVICE REQUESTS
    • For Us to provide You with the agreed Service, agree to follow Our process for submitting Service Requests as outlined in Appendix A.
39. ACCESS TO SYSTEMS, SITES AND PEOPLE
    • 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.
    • 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 be left on overnight or weekends.
40. THIRD PARTY AUTHORIZATIONS
    • 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 authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We can deal freely with these providers.

41. NON-SOLICITATION OF CLIENTS AND EMPLOYEES
    • During the term of the engagement and for a period of one (1) year thereafter, neither party shall solicit, hire, or attempt to hire any of the other party’s employees (as an employee or independent contractor) without the prior written consent of the other party. Notwithstanding the foregoing, the parties hereby acknowledge and agree that the restrictions of this section shall not apply to the hiring by either party of any individual who, not being specifically solicited or targeted, responds to a general recruitment advertisement of the other party.
    • You agree that Our damages resulting from breach of this clause 30 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. 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.
42. SOFTWARE
    • All Software licenses are the responsibility of You and not that of Us. It is the duty of Yours 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.
    • You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
      • any unauthorized Software use by You;
      • any breach of any Software license in respect of Software provided to Us by You to be installed on one of Your computers;
      • otherwise as a result of Us installing Software at Your where You are not authorised to use the Software; and
      • any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
    • All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
43. EEO
    • Cortrucent provides equal employment opportunities without regard to race, color, religion, sex, national origin, age, disability, marital status, veteran status, sexual orientation, gender identity, genetic information, or any other protected characteristic under applicable law. This policy relates to all phases of employment, including, but not limited to, recruiting, employment, placement, promotion, transfer, demotion, reduction of workforce and termination, rates of pay or other forms of compensation, selection for training, the use of all facilities, and participation in all company-sponsored employee activities.

Cortrucent will not discharge, or in any manner discriminate against, any employee or applicant for employment because the employee or applicant inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.

44. VARIATION OF THESE TERMS AND CONDITIONS
    • 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.