General Terms and Conditions

In these Conditions and every Quote, Order, Service Schedule, or arrangement in connection with the supply of Goods or Services by KSquared Tech Solutions LLC, the following definitions apply:

“After Hours”

means any time outside of Business Hours, including all day Saturday, Sunday, and Federal Holidays.

“Agreement”

means these General Terms and Conditions together with any applicable Managed Service Agreement, Service Schedule, Quote, or Order.

“Business Associate Agreement or BAA”

means an agreement satisfying the requirements of 45 CFR 164.504(e), entered into where We access protected health information on Your behalf.

“Business Hours”

means Monday to Friday, 9:00am to 5:00pm Eastern Time, excluding Federal Holidays.

“Client, You, or Your”

means any person or entity that engages Us for Goods or Services, including their heirs, successors, and assigns.

“Federal Holidays”

means any day designated as a federal holiday by the United States Government.

“Goods”

means any hardware, software, or physical items sourced or supplied by Us.

“Managed Service Agreement or MSA”

means the written managed service agreement entered into between Us and a Client, which incorporates these GTC and is supplemented by a Service Schedule.

“Order”

means any request made by You to Us for Goods or Services.

“Quote”

means a written pricing estimate provided by Us to You.

“Rate Schedule”

means Our schedule of rates and charges for services, as updated from time to time.

“Security Incident”

means any actual unauthorized access to, acquisition of, or disclosure of Your data or systems while in Our care. It does not include unsuccessful attempts of a kind that occur routinely and result in no unauthorized access, such as scans, probes, pings, denied login attempts, and blocked malicious code. Where a Business Associate Agreement applies under clause 38, the meaning given to that term in the HIPAA Rules applies for the purposes of that agreement.

“Service Request”

means a request for technical assistance, adds, moves, changes, or other IT support.

“Service Schedule”

means the per-client schedule attached to a Managed Service Agreement that sets out tier, pricing, covered devices, and billing details.

“Services”

means any services provided by Us, including work, advice, recommendations, and managed IT support.

“Software”

includes software applications and any related installation, configuration, updates, or associated services.

“Us, We, or Our”

means KSquared Tech Solutions LLC, 3616 Delta River Dr, Lansing, MI 48906.

“Work”

means anything We do, provide, customize, produce, or acquire in connection with providing Services to You, including installation, configuration, testing, consulting, and documentation.

“Your Materials”

means the documentation, configurations, credentials, and records specific to Your systems and environment, and Your data.

In these Conditions, unless context requires otherwise: words in the singular include the plural and vice versa; references to any gender include all genders; all dollar amounts are in US Dollars; all time references are to Eastern Time; headings are for reference only and do not affect interpretation; and a reference to "includes" means includes without limitation.

These Conditions apply to all Quotes, Orders, Services, and Goods provided by Us unless otherwise agreed in writing. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed. In either case the remaining provisions continue in full force. Where an MSA exists, it governs managed service engagements and these GTC apply to all other matters.

Where any provision of these Conditions conflicts with another provision of these Conditions, the provision that deals with the subject matter more specifically governs. In respect of Our liability, the Limitation of Liability clause governs over any other provision.

These Conditions are governed by the laws of the State of Michigan. Any disputes shall be resolved in the courts of Montcalm County, Michigan, regardless of where Services are performed or where You are located.

The parties consent to the personal jurisdiction of those courts and waive any objection to venue in those courts or to that forum on the grounds of forum non conveniens.

All notices under these Conditions must be in writing. Notices may be delivered by email to the last known email address on file, and the parties consent to the use of electronic records and signatures in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

A notice sent by email is deemed delivered on the next Business Day after sending, provided the sender does not receive an automated delivery-failure notification. Notices of termination or of material breach must additionally be sent by certified mail or by a nationally recognized courier to the recipient's last known business address.

You may not assign Your rights or obligations under any Agreement with Us without Our prior written consent. We may subcontract any part of the Services in accordance with clause 17, but retain prime responsibility for delivery.

We may update these Conditions from time to time by publishing the updated version on Our website and providing email notice to Your verified email address. Any such update applies prospectively only, and does not affect any claim, liability, or right that arose before its effective date.

Where You are party to an MSA, these Conditions may only be amended in the manner the MSA requires. No update published under this clause varies the terms of Your MSA, or the version of these Conditions incorporated into it, unless You agree in writing.

For all other engagements, continued use of Our Services more than thirty (30) days following notice constitutes acceptance of the updated Conditions.

The minimum service commitment term is set out in Your Service Schedule. Upon expiry, the Agreement continues on a month-to-month basis unless either party provides written notice of non-renewal. For clients under an MSA, the termination provisions of the MSA govern and supersede this clause.

Either party may terminate a services engagement by providing ninety (90) days written notice. We may terminate immediately if You materially breach these Conditions and fail to remedy the breach within thirty (30) days of written notice.

For clients under an MSA, the MSA's termination and early termination fee provisions apply in place of this clause. Early termination of non-MSA engagements requires payment of all fees outstanding through to the end of the committed term.

Upon termination, We will provide reasonable cooperation to facilitate an orderly transition of services to You or a successor provider, and will return Your Materials in accordance with clause 37. Transition assistance beyond the return of Your Materials under clause 37 is billable at Our standard rates.

No employee or agent of Ours has authority to make any representation, warranty, or promise beyond what is expressly stated in these Conditions or a written Agreement signed by Us. Clause 42 applies to any statement made before an Agreement is entered into.

Quotes and Estimates are valid for thirty (30) days from the date of issue unless otherwise stated. A Quote/Estimate is an invitation to place an Order and does not constitute a binding contract. We reserve the right to vary or withdraw a Quote/Estimate at any time before it is accepted, except to the extent a Quote is irrevocable under applicable law.

Prices in a confirmed Quote/Estimate are fixed once both parties agree in writing. If You request changes after confirmation, additional charges may apply at Our prevailing rates. ETA information provided by vendors is estimated only and is not a guaranteed delivery date.

Freight and delivery charges will be added to Orders unless stated otherwise in the Quote. We do not carry inventory and order items only upon receipt of a confirmed Order.

Orders must be approved by You in writing or by email. The person submitting an Order warrants that they are authorized to do so on Your behalf. Orders are not binding until accepted by Us in writing.

We are not obligated to deliver Goods until payment has been received in cleared funds. Once We have accepted Your Order in writing and placed it with Our supplier, it may not be cancelled, as fulfillment often occurs on the same day. If cancellation is approved, a restocking or cancellation fee may apply.

All rates and quoted amounts are exclusive of applicable taxes unless stated otherwise. You are responsible for any sales tax, use tax, or similar taxes arising from Services or Goods provided to You.

For managed service clients, pricing is fixed for the Commitment Term as set out in the Service Schedule. For all other engagements, rates are as set out in Our current Rate Schedule, which We may update from time to time. Where charges are calculated in time increments, We bill in one-hour increments for on-site work and fifteen-minute increments for remote support, rounding up to the nearest increment.

Out-of-pocket expenses incurred in delivering Services — including travel, accommodation, and related costs — are billable in addition to labor rates. Where significant expenses are anticipated, We will seek Your written approval in advance.

All Goods are supplied subject to the manufacturer's or supplier's applicable return and warranty policies. You must inspect all Goods within seven (7) days of delivery and notify Us in writing of any issues. After this period Goods are deemed accepted, except that where a defect is not reasonably discoverable on inspection, You must notify Us in writing within seven (7) days of discovering it.

Customized, special-order, or non-returnable Goods cannot be returned. Where a return is approved, Goods must be in original, unopened condition (except where the defect is only apparent upon opening). Return freight and restocking costs are Your responsibility unless covered by the manufacturer.

IT services inherently involve experimentation, testing, and troubleshooting in novel or uncertain circumstances. You acknowledge that recommendations, diagnostics, and repairs may not always produce the desired outcome on the first attempt, and that the need for repeated or iterative work does not of itself constitute a failure to perform.

We will perform the Services with the reasonable skill and care to be expected of a competent provider of managed IT services, and will apply all reasonable professional effort to resolve Your issues.

We are obligated to provide reasonable assistance within the scope agreed. Work beyond that scope will be billable at Our applicable rates unless otherwise agreed in writing.

Neither party will be liable for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including: internet or telecommunications outages, power failures, natural disasters, acts of God, fire, flood, pandemic, strikes, civil unrest, war, or government action.

This clause does not excuse any obligation to pay amounts already due, and does not apply to the performance of Our subcontractors, for which We remain responsible under clause 17. Where such circumstances continue for more than thirty (30) days, either party may suspend or cancel the affected Order or engagement by written notice.

We make every effort to supply Goods in accordance with the agreed specifications. Minor variations made by manufacturers after the Order date may result in substitute products of equal or superior quality being supplied. You will rely on the manufacturer's warranty for Goods supplied and deal directly with the manufacturer for warranty claims where applicable.

We make no warranty that Goods will be compatible with Your existing environment, meet all intended purposes, or perform to all expectations. You are solely responsible for decisions to purchase or deploy any technology and are encouraged to seek independent advice where needed. The exclusions of implied warranties in clause 19 apply to Goods.

We may subcontract any portion of the Services, but retain full prime responsibility for the quality and delivery of Services under these Conditions.

We will ensure that each subcontractor is bound by written obligations of confidentiality and data protection no less protective than those in these Conditions, and, where the subcontractor may access protected health information, by a Business Associate Agreement as required under clause 38.

Risk in Goods passes to You upon delivery to Your nominated address. Title to Goods does not pass until full payment has been received by Us in cleared funds. Until title passes, You hold the Goods as bailee and must not sell or encumber them.

We reserve the right to repossess Goods in the event of non-payment. Where We do so, We will give reasonable prior written notice, will attend only during Business Hours, and will not act in any manner that breaches the peace or contravenes applicable law. Nothing in this clause authorizes entry to any premises without Your consent or an order of a court of competent jurisdiction.

You are responsible for ensuring adequate insurance coverage for Goods from the time of delivery.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED CONDITIONS AND WARRANTIES IN RESPECT OF GOODS AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

We are not liable for any indirect, consequential, special, incidental, punitive, or economic loss, including loss of profits, business, goodwill, data, or revenue, however caused.

This clause states the whole of Our liability. OUR TOTAL AGGREGATE LIABILITY TO YOU arising from or in connection with any Agreement, Goods, or Services — whether in contract, tort (including negligence), or otherwise — SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS immediately preceding the earlier of (i) the date of the act or omission giving rise to the claim, or (ii) the date on which You first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

The service credit payable under the Response Time Guarantee in a Managed Service Agreement is an agreed remedy rather than a liability, is payable in accordance with that Agreement, and is not reduced by the limits in this clause. That credit is the sole and exclusive remedy for a failure to meet a guaranteed response time.

Where and to the extent that insurance We maintain under clause 22 in fact responds to a claim, Our liability in respect of that claim is instead limited to the proceeds actually paid or payable under the applicable policy in respect of that claim, after application of any retention, self-insured amount, and any claims expenses that erode the policy limit. This operates only to increase the limit in the preceding paragraph where insurance responds; it does not reduce it, and no other provision of these Conditions varies either limit. You acquire no rights under any policy We maintain, and nothing in this clause obliges Us to make, pursue, or settle a claim under any policy.

If either limitation in this clause is held to be unenforceable, the other continues to apply.

Nothing in these Conditions excludes or limits liability for gross negligence, willful or wanton misconduct, fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

You are responsible for maintaining Your own records and for verifying that the backup coverage in place matches Your requirements.

EXCEPT WHERE BACKUP, CONTINUITY, OR DATA PROTECTION SERVICES ARE EXPRESSLY INCLUDED IN YOUR SERVICE SCHEDULE, WE ARE NOT LIABLE FOR ANY LOSS OF DATA, SOFTWARE, OR PROGRAMS ARISING DIRECTLY OR INDIRECTLY FROM THE PROVISION OF SERVICES OR GOODS.

Where such services are expressly included in Your Service Schedule, We will perform them with reasonable skill and care in accordance with that Schedule. We strongly recommend that verified backups exist before any significant work is performed on Your systems. Our liability for any loss of data is subject in all cases to clause 19.

We make every effort to ensure that prices, descriptions, and specifications quoted are accurate. In the event of a material error or omission, We may rescind the affected contract by written notice to You. Our liability in such cases is limited to a refund of any amount paid by You in respect of the affected Order.

We maintain commercial general liability insurance and cyber liability insurance. We will maintain insurance of those types, with limits no less than those in effect at the commencement of Your Agreement, throughout the term of Our engagement with You. Our cyber liability insurance is written on a claims-made and reported basis, which means it responds only to claims first made against Us and reported to the insurer during the policy period or any applicable extended reporting period.

Certificates of insurance are available on written request. We will provide a certificate within thirty (30) days of any such request, and at each renewal where You have asked to be kept informed.

Our insurance is maintained for Our own account. You are not an insured, additional insured, or third-party beneficiary under any policy We maintain. Each policy is subject to its own terms, conditions, limits, retentions, and exclusions, and We give no warranty that any particular claim will be covered by any policy. The existence, scope, or limits of any policy do not create, extend, or imply any obligation or liability on Our part beyond that set out in these Conditions. Where a policy in fact responds to a claim, the effect of that response on Our liability is governed by clause 19.

All Service Requests must be submitted through one of the approved channels listed in Appendix A. Service Requests must not be lodged directly with individual technicians. Critical and High priority requests must be submitted by phone to ensure timely response. Where a request of these priorities is lodged by any other method, We will still work the request at its actual priority, but the Response Time Guarantee will apply to it only at the Medium priority level.

You agree to provide Us with full and timely access to Your systems, equipment, premises, and personnel as reasonably necessary to deliver Our Services. You authorize Us to install remote monitoring and management (RMM) software on covered devices. This software enables Our team to monitor system health, apply patches, and remotely access devices as needed. Covered devices may need to remain powered on outside of business hours to support proactive monitoring and maintenance.

You warrant that You have informed Your personnel of the monitoring and remote access described in this clause, have obtained any consents required under applicable law, and maintain an acceptable use policy permitting it. Clause 35 applies to any claim arising from a failure to do so.

Any on-premises access required outside of Business Hours will be scheduled in advance with Your approval. If access is delayed, restricted, or denied, We are not liable for any resulting service delays and may bill for additional time incurred.

Where We need to interact with Your external vendors — such as your internet provider, domain registrar, or telephony provider — You are responsible for ensuring We are properly authorized to act on Your behalf. Failure to provide timely authorization may result in service delays, and We may charge for time spent obtaining authorization at Our standard rates.

For managed service clients, payment terms are set out in the Payment Terms section of the MSA and the Service Schedule. For all other engagements, payment is due within the terms stated on the invoice. Accepted payment methods include ACH/bank transfer, credit card, and check.

Where an invoice is not paid on time, We reserve the right to:

• Charge interest at one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law if lower, calculated daily from the due date until paid in full.
• Suspend or discontinue Services where an invoice remains outstanding more than thirty (30) days past its due date, after written notice to You.
• Pursue recovery of all outstanding amounts including reasonable attorney fees and collection costs.

All payments received will be applied first to collection costs and interest, then to outstanding invoices in order from oldest to most recent, excluding any amount properly disputed under the Payment Terms of Your Managed Service Agreement for so long as that dispute remains under review. If You anticipate a payment difficulty, please contact Us promptly — We are willing to discuss reasonable arrangements before escalating.

Suspension of Services under this clause does not affect Your rights under clause 37.

During the term of Our engagement and for twelve (12) months following its conclusion, You will not directly or indirectly solicit for employment or engagement, or employ or engage, any KSquared Tech Solutions LLC employee or contractor who has performed Services for You during the twelve (12) months preceding.

This clause does not apply to: (a) general advertisements or recruitment campaigns not specifically directed at Our personnel; (b) any individual who responds to such a campaign without having been solicited by You; or (c) any individual whose engagement with Us ended more than six (6) months previously.

If You breach this clause, You agree to pay Us liquidated damages equal to fifty percent (50%) of that individual's total annual compensation at the time of the breach. The parties agree that Our recruitment, onboarding, and lost-productivity costs are real but difficult to quantify precisely, and that this sum is a genuine pre-estimate of them and not a penalty. We reserve the right to terminate the Agreement immediately upon such a breach.

If the liquidated damages provision in this clause is held unenforceable, the restriction in the first paragraph continues to apply and We may recover Our actual damages.

All software licenses are Your responsibility. You are responsible for maintaining records of all software licenses in use, including software installed by Us on Your behalf. You indemnify and hold Us harmless against any claim arising from unauthorized software use, breach of a software license, or any defect or malfunction in third-party software. The procedure in clause 35 applies to any indemnity given under this clause.

All copyright in custom software developed by Us remains Our exclusive property unless otherwise agreed in a separate written software agreement, subject to Your ownership of Your Materials and to the licenses granted to You under clause 30.

We collect and use Your personal and business information for the purpose of providing Goods and Services, processing Orders and Quotes, verifying information, and communicating with You. We do not disclose Your information to third parties except as necessary to fulfill Our obligations or as required by law.

Your information is 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 provide accurate information — additional costs arising from incorrect information provided by You are Your responsibility.

All personal data collected in the course of providing Services is handled in compliance with applicable US federal and state privacy laws, including the Michigan Identity Theft Protection Act and relevant FTC regulations. We implement commercially reasonable safeguards to protect personal and confidential information.

Our Privacy Policy, published at www.ksquaredtechsolutions.com/privacy, describes in more detail how We collect, use, and protect personal information. Where a Security Incident affects Your data, clause 36 applies.

Each party acknowledges that in the course of this engagement they may access confidential information belonging to the other party. Both parties agree to:

• Hold all confidential information in strict confidence.
• Not disclose, copy, sell, transfer, or distribute confidential information to any third party without prior written consent from the disclosing party.
• Use confidential information only for the purposes of fulfilling obligations under this Agreement.
• Apply commercially reasonable security measures to protect confidential information from unauthorized access or disclosure.

These obligations survive termination of any Agreement for a period of three (3) years, except that obligations in respect of protected health information, personally identifiable information, and information subject to legal professional privilege survive indefinitely. Disclosure is permitted where required by applicable law, court order, or regulatory authority, provided that the party making the disclosure gives the other reasonable prior written notice where legally permissible.

You warrant that any information or intellectual property provided to Us belongs to You or that You have the right to use it. Any intellectual property or Work created by Us in the course of delivering Services remains Our exclusive property, except that Your Materials are and remain Yours at all times.

We grant You a perpetual, non-exclusive, non-transferable, royalty-free license to use any of Our pre-existing methods, tools, or templates embedded in Your Materials to the extent necessary to operate and maintain Your systems. Where You have paid Us in full for the development of custom software, We also grant You a perpetual, non-exclusive, non-transferable, royalty-free license to use that custom software within Your own business, and to permit a successor provider to operate and maintain it on Your behalf. Neither license permits You to sell, sublicense, or distribute the licensed material to any third party.

You agree to use Our Services and website lawfully, and not to use them to infringe the rights of others, distribute malicious code, attempt unauthorized access, or interfere with Our systems or other users. We may suspend or terminate Services for violations.

By providing your mobile number or initiating contact with us, you agree that we may contact you by text message for customer care and account-related purposes. Message frequency varies. Message and data rates may apply. Reply HELP for help, or STOP to unsubscribe at any time. Mobile information and mobile opt-in data will not be shared with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy for details on how we handle your information.

All content on Our website and materials We provide, excluding Your Materials and anything You own under clause 30, are owned by KSquared Tech Solutions LLC or Our licensors and are protected by applicable laws. You may not copy, modify, or distribute them without Our prior written permission.

This clause applies to Your use of Our website and electronic communications.

Our website and any content made available through it are provided "as is" and "as available". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE WEBSITE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the website will be uninterrupted or error-free.

Warranties in respect of Goods and Services are dealt with in clauses 16 and 19. Nothing in this clause limits the Response Time Guarantee or any other service commitment in an MSA or Service Schedule.

You agree to indemnify and hold harmless KSquared Tech Solutions LLC from third party claims, losses, and expenses (including reasonable attorney fees) arising from:

• Your misuse of Our Services or website, or Your breach of these Conditions;
• unauthorized software use or breach of a software license, as set out in clause 28;
• Your failure to obtain the authorizations or consents required under clauses 24 and 25; or
• Your failure to inform Us of regulated data as required under clause 38.

The following procedure applies to any indemnity under these Conditions: We will notify You promptly in writing of any claim for which We seek indemnity; You may assume control of the defense with counsel reasonably acceptable to Us, provided You confirm in writing that the claim is covered by this clause; We may participate in the defense at Our own cost; and neither party will settle a claim in a way that imposes any liability, payment, or admission on the other without that party's prior written consent, which will not be unreasonably withheld.

This clause does not require You to indemnify Us against any liability arising from Our own negligence, willful misconduct, or breach of these Conditions.

If We become aware of a Security Incident affecting Your data or systems while in Our care, We will notify You without unreasonable delay and in any event within seventy-two (72) hours of confirming it.

Our notice will describe, to the extent then known, the nature of the incident, the data or systems affected, the steps We have taken, and Our recommended next steps. We will provide reasonable cooperation with Your investigation and with any notification You are required to make under applicable law, including the Michigan Identity Theft Protection Act.

Where We act as a business associate under clause 38, the notification requirements of the applicable Business Associate Agreement apply in addition to this clause and prevail to the extent of any inconsistency.

Nothing in this clause prevents or delays either party from making any notification it is independently required by law to make. Responsibility for the costs of notification and remediation falls on the party whose act or omission caused the incident, subject in all cases to clause 19.

On termination or expiry of an Agreement, and on written request made within ninety (90) days of that date, We will provide You with a copy of Your Materials.

We will provide them within thirty (30) days of the request, in the formats We use in the ordinary course, at no charge. Conversion to bespoke formats, migration work, and transition assistance beyond the provision of Your Materials is billable at Our standard rates. Your rights under this clause are not conditional on the state of Your account.

Following the later of delivery under this clause and ninety (90) days after termination, We will securely delete or destroy Your data remaining in Our possession, except for copies We are required to retain by law or that exist in routine backup media not readily accessible, which remain subject to clause 30 until deleted in the ordinary course. We will confirm deletion in writing on request.

We will remove Our remote monitoring and management software from Your devices on termination, or provide You with the means to do so.

Where the Services involve access to protected health information as defined under the Health Insurance Portability and Accountability Act (HIPAA), the parties will execute a Business Associate Agreement before that access begins. The terms of that Business Associate Agreement prevail over these Conditions to the extent of any inconsistency, including over clauses 20, 30, and 37. The limitation of liability in clause 19 continues to apply to claims arising under that Business Associate Agreement, as provided in it.

You are responsible for informing Us in writing where the Services will involve protected health information, cardholder data subject to PCI DSS, information subject to legal professional privilege, or any other category of regulated data carrying specific handling obligations. We rely on that information to configure Our Services appropriately and to put the correct agreements in place.

Where We access such data without having been informed of its nature, Our obligations are those set out in these Conditions and in applicable law, and We are not liable for any failure to apply controls specific to a category of data We were not told about.

ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE CONDITIONS, ANY AGREEMENT, GOODS, OR SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE CLAIMANT FIRST KNEW, OR OUGHT REASONABLY TO HAVE KNOWN, OF THE CIRCUMSTANCES GIVING RISE TO IT. ANY CLAIM NOT BROUGHT WITHIN THAT PERIOD IS PERMANENTLY BARRED.

This clause does not apply to claims for non-payment of amounts due under an Agreement, or to any claim for which a different period is required by applicable law.

Before commencing proceedings, the party raising a dispute must give the other written notice describing the dispute, the amount claimed, and the outcome sought. The parties will then confer in good faith for thirty (30) days to attempt resolution.

This clause does not prevent either party from seeking urgent injunctive relief, or Us from pursuing recovery of undisputed amounts under clause 26.

EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE CONDITIONS OR ANY AGREEMENT.

Each party bears its own costs, except as provided in clause 26.

Clauses 1, 2, 3, 4, 19, 20, 21, 26, 27, 28, 29, 30, 33, 35, 36, 37, 38, 39, 40, 42, and 43 survive the termination or expiry of any Agreement, together with any other provision that by its nature is intended to survive.

These Conditions, together with any MSA, Service Schedule, Quote, or Order, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior discussions, proposals, and representations.

YOU CONFIRM THAT YOU HAVE NOT RELIED ON ANY STATEMENT, REPRESENTATION, WARRANTY, OR ASSURANCE THAT IS NOT EXPRESSLY SET OUT IN WRITING IN THESE CONDITIONS OR IN A DOCUMENT SIGNED BY US.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

Our Goods and Services are offered to businesses and organizations for business purposes only. These Conditions are not intended to apply to, and We do not offer Goods or Services under them to, consumers acquiring Goods or Services primarily for personal, family, or household purposes.

By entering into an Agreement, You confirm that You are acquiring Goods and Services for business purposes.