TERMS AND CONDITIONS  

1.  Scope of Services.                        

(a) Integrated Systems Consultants, Inc. (“ISC”) will provide you, the Customer, with those services described in the Order Form (the “Service” or “Services”).  The Services will be provided according to these Terms and Conditions, the Order Form and the Service Description (if applicable).

(b) Customer agrees to purchase from ISC the Services at the Installation Site(s) specified in the Order Form according to these Terms and Conditions.  Customer will provide all information requested in the Order Form to allow ISC to provide the Service.  We may refuse to provide any of the Services requested until that information is provided.

(c) Execution of this Agreement by ISC and the provision of Services under this Agreement is conditioned on Customer's completion of the Credit Verification Form and ISC's verification of the credit information provided therein.  ISC will, at its discretion, check the credit history of Customer prior to execution of this Agreement.  ISC reserves the right to reject any Agreement based on the results of the credit check, or to impose additional terms and conditions, in accordance with its credit policies.  ISC may require an advance payment, progress payments, or other form of security as a condition of acceptance of any Agreement.

2.  Delivery of Product.

The Delivery Date shall be the date the Customer signs the Delivery Form.  Unless otherwise agreed in writing, title to, and all risk of loss or damage with respect to delivered products shall pass to the Customer immediately upon delivery.

3.  Acceptance of Service.

The Acceptance Date shall be the date the Customer signs the Acceptance of Service Form. Acceptance of Service shall not be dependent on items outside the scope of Services identified on the Order Form.

4.  Duration.

The Term of this Agreement will commence on the date of the signed Order Form (the Order Date) and continue so long as Service is being provided.  Service will commence on the Acceptance Date and will continue for the Contract Term specified in the Order Form.  The Contract Term shall automatically renew on a month-to-month basis as set forth herein, unless either party delivers to the other party thirty (30) days advance written notice of termination.  Upon renewal under this provision, the price to Customer will be as stated in ISC's standard price list in effect at the time of renewal for month-to-month Service.

5.  Termination.

(a) Either party may terminate this Agreement immediately upon giving written notice to the other party in the event the other party is in default as to any material obligations hereunder, provided that (i) the defaulting party receives written notice of termination containing a reasonably complete description of the default, and (ii) the defaulting party fails to cure such default within thirty (30) days of receiving such notice or ten (10) days for such notice if the default is nonpayment.  Except as expressly provided in this Agreement, in the event of a default of this Agreement by either ISC or Customer, the other party will be entitled to pursue any and all remedies available to it at law or in equity, including court costs and reasonable attorney's fees.

(b) Customer may elect to cancel this Agreement at any time prior to the Acceptance Date for reasons not excused under the terms of this Agreement upon providing ten (10) days written notice on Customer's company letterhead to ISC.  ISC reserves the right to cancel this Agreement based on Customer's non-responsiveness or non-readiness to have ISC provision/fulfill the requested Service in a reasonable time after the Order Date.  In the event this Agreement is cancelled in accordance with this Paragraph, Customer shall be liable to ISC as liquidated damages, not as a penalty, for a cancellation charge equal to two (2) months of the Recurring Charges.  ISC will invoice Customer for the cancellation charge and Customer will pay it in accordance with the payment provisions set forth in this Agreement.

(c) Customer may elect to terminate all or part of this Agreement after the Acceptance Date for reasons not excused under the terms of this Agreement upon providing thirty (30) days written notice on Customer's company letterhead to ISC.  In such event, Customer will be liable to ISC as liquidated damages, not as a penalty, for any installation charges waived or unpaid plus fifty percent (50%) of the Recurring Charges for the remaining Term of the Service from the date of termination.  ISC will invoice Customer for the early termination charge and Customer will pay it in accordance with the payment provisions set forth in this Agreement.

6.  Payment.

(a) Customer agrees to pay all charges, fees and other costs relating to the Services and at the time or times as set out in the Order Form, without set-off, deduction discount, charge-back or other reduction for any reason whatsoever, including any claim you believe you may have against us. You agree to pay interest of 1.5% per month on all amounts which you fail to pay within thirty (30) days of the due date or the maximum amount permitted by law, whichever is lower. 

(b) Taxes associated with Customer's use of the Services provided under this Agreement will be added to the Charges.  To claim tax-exempt status, Customer must provide a copy of its tax-exempt certificate to ISC.

(c) Any returns must be approved by ISC and are subject to a 25% restocking fee.

(d) Customer agrees that ISC may increase the Charges and other fees from time to time by providing no less than thirty (30) calendar days' written notice of the date your next payment is due. If Customer finds such increase in Charges unacceptable, Customer may terminate the Contract by providing ISC with written notice.  Customer's continued use of the Service after expiration of the thirty (30) days notice period shall be conclusively deemed acceptance of such increase and all rights to terminate under this Section 4 will end.

(e) The first invoice for Service may include one or more of the following: (1) the pro-rated charges for the remainder of the current billing period, (2) the total charges for the following billing period, (3) the usage charges for the previous billing period and (4) the installation charges, as applicable.  Recurring Charges shall commence on the Acceptance Date, and shall be billed in advance of Service for the billing period following the first billing period of Service.  Invoices are due and payable in full upon receipt.

(f) ISC may suspend or discontinue Services provided under this Agreement if charges for these Services are not paid when due.

7.  Use of Personal Information.

(a) Customer agrees that ISC may process personal information (including contact details) which you provide to us in the Order Form or that we learn or receive from you in connection with your use of the Services.  We may process this personal information in order to administer the Contract and for purposes connected to the Services and your business relationship with us, including (by way of example only), for the purpose of notifying you (whether by mail, telephone or email), of new or additional products or services provided by us and selected third parties.  Unless you have marked the boxes indicating your objection on the Order Form, we may disclose personal information to selected third parties for marketing purposes.

(b) Customer may contact us at any time at marketing@i-s-c.com to instruct us to stop using or disclosing personal data for direct marketing purposes.

(c) ISC will treat and use any personal information in connection with the Contract in compliance with the provisions of all relevant data protection laws, including, if applicable, your right to access the personal data and to request at any time any amendment or corrections thereto.

8.  Proprietary Rights and License of ISC and Third Party Software.

(a) If, as a part of the Service, we provide you software, whether owned by us or a third party, Customer agrees that ownership of and all intellectual property rights in the software shall remain vested in the owner.

(b) Customer will have a limited non-exclusive non-transferable license to use the software solely in connection with the Service.  The Terms and Conditions of this license are contained in the end user license agreement that is included with the software.  Any other use of or dealing with such software is strictly prohibited.

9.  ISC and Customer Responsibilities.

Additional responsibilities of ISC and Customer pertaining to the specific Service provided are fully detailed in the Service Description(s), if applicable.

10.  Service Moves, Changes & Upgrades.

The Installation Site(s) to receive the Service specified in the Order Form may be moved or changed.  Non-recurring charges and new recurring charges that would apply for the new location will be negotiated at the time of the move.  If Customer elects to upgrade the Service, Customer may do so without liability for the early termination charges specified in this Agreement if Customer signs a new agreement with a term at least equal to the remaining Term of this Agreement.  Customer will be responsible for installation charges and the new recurring rate.

11.  Maintenance and Repair.

(a) If Customer chooses to purchase a Maintenance and Repair contract such services will be provided as detailed in the Service Description(s) addenda.

(b) If Customer declines to purchase a Maintenance and Repair contract, the parties will cooperate with each other in performing joint tests to the extent reasonably necessary to establish the Service or to detect, isolate and remedy Service related problems.  Actual material and labor prices at ISC's standard rates will apply for such services.

(c) Customer understands and agrees that temporary interruptions may occur as normal and reasonable events in the provision of the Service.  All integrated systems need routine maintenance.  ISC generally schedules and performs such maintenance on an as needed basis.  Not all scheduled network/systems maintenance will affect Customer's Service.  However, ISC will endeavor to provide Customer five (5) business days advance notice, or if not possible, reasonable advanced notice if ISC believes that such routine scheduled maintenance will affect Customer's Service.  In the event of a network/systems emergency requiring immediate attention, ISC reserves the right to perform emergency maintenance without notice or upon short notice, and shall use all reasonable efforts to minimize the effect of such work on Customer's Service.

12.  Use and Limitations.

(a) ISC may: (i) reject or refuse to perform any Services that are not in compliance with its applicable specifications and standards, laws and regulations and/or public interest standards as determined by ISC; and (ii) from time to time and without notice, make changes in Services that in its sole judgment will best serve ISC's customers.  ISC's partial rejection or refusal of any portion of Services will not release Customer from its obligations with respect to the remaining Services being performed.

(b) Customer agrees to comply with ISC's Acceptable Use Policy (located at www.i-s-c.com) and all policies applicable to ISC.  Violation of any such rules, regulations and policies, or any attempt to break security or to access an account which does not belong to Customer, shall be considered a material breach of contract, and ISC may terminate this Agreement without liability.  Upon such termination by ISC, Customer shall be liable for any applicable charges, including early termination charges.

(c) Customer agrees not to resell the Services in whole or in part to any third party, unless Customer has entered into a reseller agreement with ISC.

(d) Customer will not repair, modify or tamper with ISC's Service or network or insert any programs, data or information in ISC's network, which may, in any way, affect the Service, cause any damage to third parties or be deemed unlawful.

(e) ISC reserves the right to suspend or terminate Service to Customer in the event it is used in a manner which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate; (iv) tends to damage the name or reputation of ISC, its parent, affiliates and subsidiaries; or (v) interferes with other customers' use and enjoyment of the services provided by ISC.

13.  Warranty.

(a) ISC warrants that for the Term of this Agreement, ISC will make reasonable efforts to provide continuous, uninterrupted, expedient and error-free Service to Customer.  If, under normal and proper use, the Services fail to perform substantially as specified above, and Customer notifies ISC during the Term of this Agreement, ISC will make reasonable efforts to correct such Service degradations or failures without charge to Customer.  ISC's liability for damages for interruptions of Service, or for mistakes, omissions, delays, errors and defects in the provision of Services, shall in no event exceed an amount equal to the pro rata charges to Customer for the period during which the Services are affected.

(b) Any software provided hereunder is provided on an “as-is” basis.  ISC makes no express or implied warranty (including those of merchantability or fitness for a particular purpose) with respect to the software provided.

(c) All warranties, conditions, undertakings or terms, express or implied, written or oral, statutory or otherwise, in respect of the Service are excluded to the fullest extent permitted by law, except as expressly provided in the Contract.

(d) Customer acknowledges that the Charges are determined and we would not be willing to provide the Services except on the basis of the exclusions from and limitations of liability contained in the Contract. You expressly agree that these exclusions and limitations are commercially reasonable.

14.  Indemnity.

(a) The parties will defend, indemnify and hold each other harmless from any and all losses, damages, claims, liabilities and expenses (including attorneys' fees and costs), whether based in contract or tort (include strict liability) to the extent arising out of or resulting from (a) the other party's negligent acts or omissions, or those of persons furnished by it, or (b) the failure to the other party to fully comply with the Terms and conditions of this Agreement.

(b) ISC shall indemnify, defend and hold harmless Customer from and against any claim or suit brought by a third party alleging the Services infringe such party's U.S. patents, trademarks or copyright, provided Customer: (i) followed ISC's reasonable instructions for use of the Services; (ii) did not modify the Services; (iii) notifies ISC promptly and in writing of any such claims; and (iv) cooperates with and permits ISC to control the defense, settlement or other handling of such claim.  ISC shall not be responsible for any claims resulting from Customer's combination of the Services with other products or services or Customer owned equipment.

15.  Limitation of Liability.

Unless the parties negotiate a higher limit of liability, if ISC is found liable for loss or damage due to a a failure on the part of ISC, regardless of whether the claim is based in contract, tort, strict liability or otherwise, ISC's liability will be limited to an amount equal to the contract price for the disputed services, or that sum of money actually paid by Customer toward the disputed services, whichever sum will be less, and this liability will be exclusive.  In no event will ISC be liable for any loss of Customer's business, revenues, profits, or any other special, incidental, consequential or punitive damages of any nature, or for any claim against Customer by any third party.

16.  Miscellaneous.

(a) Amendment.  No amendment of this Agreement shall be valid unless in writing and duly executed by both parties.

(b) Governing Law.  This Agreement will be governed by and construed in accordance with the domestic laws of the State of Michigan.

(c) Severability.  If any term of this Agreement is invalid or unenforceable under any applicable statute, regulation, ordinance, order or court decision, such term will be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or decision, and the remaining terms of this Agreement will remain in full force and effect.

(d) Assignment.  Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party; except that either party, upon providing notice to the other party, may assign its rights and/or delegate its duties under this Agreement to a corporate affiliate, or assign its rights to receive payment hereunder.

(e) Waiver.  Failure or delay in enforcing any rights under this Agreement will not constitute a waiver of such rights or effect enforcement of any other rights.

(f) Survival.  Any term of this Agreement which by its sense and context is intended to survive the expiration or termination of this Agreement shall survive the expiration or termination hereof.

(g) Dispute Resolution.  Customer agrees that before you resort to any third party relief (including the courts), you will attempt to resolve the dispute by notifying us by electronic mail or registered post of your complaint.  For our part, we agree to review such complaint and notify you in writing of our findings within 30 days following the receipt of your notice.

(h) Timely Actions.  Any legal action brought by Customer against ISC with respect to this Agreement must be commenced within two (2) years after the cause of action arises.

(i) Notice.  Any notice required or permitted under this Agreement shall be in writing and shall be delivered to Customer and/or ISC via mail, fax or e-mail to the address set forth on the Order Form.

(j) Force Majeure.  Neither ISC nor Customer shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including without limitation:  fire, lightning, explosion, power surge or failure, water, acts of God, war, terror, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including strikes, slowdowns, picketing or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

(k) Entire Agreement.  No employee or agent of ISC has any authority to make a representation, warranty or promise not contained in this Agreement.  This Agreement constitutes the entire Agreement between Customer and ISC with respect to the matters contained herein and supersedes all prior oral or written representations and agreements.