Terms and Conditions

General Sales and Invoicing

PAYMENT: Invoices are bills for very short-term loans given to our customers for the services they requested. We are not required to offer an “option to be invoiced” to our customers. If you are invoiced, it is due within 72 hours upon receipt by default. Agreements and contracts can alter the expected payment terms for up to 30 days. If payment is not received on-time, a 7.5% late fee will be applied to your account, a fee not to exceed $200.00, per invoice. Late payments can, and will, effect currently agreed as well as future payment terms; up to losing the option to be invoiced.

Web Support

Parties

Buyer (hereinafter referred to as “You” or “Credit Card Holder” or “Client”). Seller, Veridian Technologies, Inc. (hereinafter referred to as “Our”, “Us” or “We”).

Electronic Consent

In lieu of this electronic “Terms & Conditions”, you have a right to request a paper copy of these “Terms & Conditions” before signing up. If you want a paper copy, please talk to one of our sales representatives or call us at (419) 960-4410 and we will send you a paper copy via email, mail or fax.

Terms and Conditions

1) STANDARD TERMS AND CONDITIONS: These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Veridian Technologies, Inc. for its clients.

2) OUR FEES AND DEPOSITS: A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. We reserve the right not to commence any work until the deposit has been paid in full. All prices listed are in U.S Dollars. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses or 45 calendar days whichever is earlier.

3) REFUND POLICY: We work sincerely & dedicatedly to satisfy you. If you are still not pleased with our work, our refund policy works as below:

100% of your deposit will be refunded if requested within 15 calendar days from the date of order.

Refund not applicable on domain registration fees.
Refund not applicable for any delays out of our control.
Refund not applicable once website work has commenced.
Refund not applicable on web hosting fees.

4) SUPPLY OF MATERIALS: You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we reserve the sole right to extend any previously agreed deadlines by a reasonable amount. Where you fail to supply materials, and that prevents the progress of the work, we have the right to stop work and invoice you for any balance on the contract.

5) VARIATIONS: We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification. Our website development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged at the rate of $45 per hour.

6) PROJECT DELAYS AND CLIENT LIABILITY: Any time frames or estimates that we give are contingent upon your full co-operation along with complete and final content for the work pages. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process. We will not be responsible if the web design project remains largely unfinished or is delayed, due to your own inaction, or by not approving design mockups / requesting web design changes on time. After the initial 45 calendar days, if the project is still unfinished, $45/hour would be billed for any further change request.

7) APPROVAL OF WORK: On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.

8) REJECTED WORK: If you reject any of our work within the 7-day review period and not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as complete and take measures to recover payment for the contracted work.

9) PAYMENT: Upon completion of the 7-day review period and before the launch of a website on your domain name, we will invoice you for the 50% balance of the project. We will never automatically charge your card without your approval. We reserve the right to remove any Veridian Technologies, Inc. Project from viewing on the Internet until final payment is made. You unconditionally and personally guarantee the payments. In case collection proves necessary, you agree to pay all fees (including all attorney’s fees and court costs) incurred by that process.

10) COPYRIGHTS & TRADEMARKS: You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications. You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.

11) LICENSING: Once you have paid us in full for our work we grant to you a license to use the website and contents for the life of the website.

12) SEARCH ENGINES: All website designed by us are search engine friendly. However, we do not guarantee any specific position in search engine results for your website. We perform search engine optimization according to current best practice at an additional cost.

13) CONSEQUENTIAL LOSS: We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in the performance or completion of our contract, however that delay arises.

14) DISCLAIMER: Notwithstanding anything to the contrary contained in this contract, neither Veridian Technologies, Inc. nor any of its employees or agents, warrant that the functions contained in the web design project will be uninterrupted or error-free. In no event will Veridian Technologies, Inc. or its owners or employees will be liable to you or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the hosting service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Veridian Technologies, Inc. has been advised of the possibility of such damages.

15) ASSIGNMENT: We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

16) NON-DISCLOSURE: We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.

17) ADDITIONAL EXPENSES: You agree to reimburse us for any requested expenses which do not form part of our contracted proposal including but not limited to additional pages, purchase of third-party software, stock photographs, fonts, domain name registration, web hosting, SEO or advertising services or any other comparable expenses. These extra add-ons have to be paid immediately upon your request.

18) BACKUPS: You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.

19) OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING: We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.

20) RIGHT OF REFUSAL: Veridian Technologies, Inc. reserves the right to refuse or terminate service to anyone for any reason not prohibited by law. Also, we have the right to be free from acts or threats of disruptive behavior, abusive and/or offensive language, including intimidation, harassment and/or coercion, which involve or affect our operation. Abusive communications in any form (email, phone, in person, etc.) are strictly not tolerated. No refund would be provided in case of abusive communications.

21) GOVERNING LAW: Regardless of the place of signing of this agreement, you agree that for purposes of venue, this agreement was entered into in the Great State of Ohio, United States. Any dispute will be litigated or arbitrated in the State of Ohio, and you hereby consent to the personal jurisdiction of Lucas County, Ohio Courts.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and agreed by both parties.

IT Services

Introduction

These terms and conditions and any “order confirmation” which incorporates a “support plan” and “equipment inventory” that we provide to you in relation to IT support services, together set out the contract between us. If there is any conflict between these terms and conditions and the order confirmation the latter will apply. In these terms and conditions, “you” means the person who is our customer, or if there is more than one person, those people who together are our client. Where the client is more than one person they will be jointly and severally liable for our fees. We will identify who our client is in the order confirmation. “We” means Veridian Technologies, Inc. Limited and its successors (also referred to as “Veridian Technologies, Inc.”).

Contract

The contract between you and Veridian Technologies, Inc. starts on the date stated in the order confirmation. The contract lasts for a minimum period of one year and will continue on an annual basis until it is ended by you or Veridian Technologies, Inc. in accordance clause 2.2 or clause 8.
Subject to clause 8, either party must give the other party 90 days written notice (including by email) of its intention to terminate the contract prior to the anniversary of the date the contract started. Otherwise, the contract will remain in force and you will be bound by the terms and conditions of the contract. The contract between you and Veridian Technologies, Inc., and all terms and conditions in this document remain in effect until such time as the written notice (including by email) of termination given by either party has elapsed.

Our Service to you

Our role is to provide IT support services and IT software, hardware and installation in order that we can help you maintain and resolve any functionality issues relating to your IT software, hardware, and equipment (the “IT support services”). We will be under no obligation to provide IT support services if you have not paid in full the value of the contract within the payment terms stated in the support plan.

Hours of Service

Following receipt of your request, we will provide IT support services as set out in the order confirmation between the hours of 8:00 AM EST and 5:00 PM EST, Monday to Friday, excluding any US holidays.

Your Contribution

You are responsible for ensuring a full data backup is regularly performed on all your IT software and hardware (not limited to the IT software and hardware listed in the equipment inventory). We accept no liability for any data loss in the absence of a regular backup. All your IT software and hardware must be licensed, used and maintained as prescribed by the manufacturers. You will provide us with full access to all equipment, IT software and hardware, working documents and current data backups to allow Veridian Technologies, Inc. to provide the IT support services. You will take all reasonable precautions to ensure the safety and health of our personnel while such personnel are at your premises.

Payment & Fees

You are ultimately responsible for the payment of our fees. In relation to the provision of IT support services, you agree to pay us the amount stated in the order confirmation and support plan for each month of service.In relation to the provision of IT support services provided out with the scope of the order confirmation and the support plan, you agree to pay us our standard hourly rate during our standard working hours. We will issue a separate invoice to you for such payment. All payments required to be made pursuant to these terms and conditions by either party will be exclusive of value added or other taxes on profit, for which that party shall be additionally liable.
All payments required to be made pursuant to these terms and conditions by either party will be made by the date of the relevant invoice or order confirmation, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

Veridian Technologies, Inc. will be entitled to recover from you any reasonable incidental expenses for materials used and for third-party goods and services supplied in connection with the provision of the IT support services.

Veridian Technologies, Inc. reserves the right to amend or vary the fee we charge you as stated in the order confirmation and support plan at any time to reflect any changes in your contract or changes to the provision of our IT support services (including, but not limited to, the equipment inventory, support plan, order confirmation or any increases in the cost to Veridian Technologies, Inc. of providing the IT support services). Any changes will be confirmed by Veridian Technologies, Inc. to you in writing (including by email) and will take effect from the date confirmation is sent to you.

Changes

We can make reasonable changes to the contract and these terms and conditions between you and Veridian Technologies, Inc. at any time. All changes will be confirmed by Veridian Technologies, Inc. to you in writing (including by email) and will take effect from the date confirmation is sent to you.

Termination

Veridian Technologies, Inc. may terminate the contract between us at any time if:
You are in breach of any of your obligations under the contract;You have entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with your creditors generally or you have an administrator, administrative receiver or receiver appointed over all or a substantial part of your undertaking or assets;You become bankrupt or shall be deemed unable to pay your debts by virtue of section 123 of the Insolvency Act 1986;You cease or threaten to cease to carry on business; or
Any circumstances whatsoever beyond our reasonable control necessitate and justify termination of the provision of the IT support services.
You and Veridian Technologies, Inc. may terminate the contract between us in accordance with clause 2.1.

Liability of Veridian Technologies, Inc. Limited

Our duty of care is to provide the IT support services with reasonable skill and care. Nothing in this contract shall operate to exclude or limit our liability for death or personal injury caused by our negligence or for liability for fraud or fraudulent misrepresentation. Notwithstanding clause 9.2, we will limit all liability of whatever kind howsoever caused, whether or not due to our negligence or wilful default whether from the supply or use of IT support services or otherwise to an amount equal to the maximum sum actually available and paid under any policy of insurance which covers the circumstances and liability in question. In addition, we will under no circumstances be liable for any indirect or consequential loss whatsoever or howsoever arising as a result of the delivery of the IT support services, or any failure of all or part of the IT support services or otherwise pursuant to this contract including (by way of illustration only and without prejudice to the generality of the foregoing):
Any loss of profit, contract, or opportunity, whether due to a failure of the IT support services or otherwise and including any such loss arising from a loss, failure or corruption of data as a result of the provision of IT support services;

Any costs associated with the recovery of data or arising as a result of a failure of a computer system to perform as expected;

Any loss of liability attributable to obsolescence; or

Any economic loss suffered by you.

Confidentiality

We will keep all information relating to your affairs confidential and we will not disclose your confidential information to others. If on your authority, we are working in conjunction with other advisors instructed by you (either directly or through us), we will assume that we may disclose any relevant aspect of your affairs to them. We may also disclose information about you and your affairs to third parties if:-
You agree we should; It is within the scope of our instructions to do so; It is in accordance with our data protection policy outlined below; or
We are required to do so by law or by our insurers.

We have no obligation to disclose to you confidential information about other clients.

Data protection

In the course of providing IT support services to you, we may hold personal information about you, your officers and/or your employees. We will use such personal information to provide advice to you and for related services including updating and enhancing our customer records and analysis to help us manage our services. We may also pass your personal information to other people or organizations (“data processors”) to carry out these activities on our behalf. If we do this we will require those data processors to put in place appropriate measures to protect your personal information. We may from time to time use your personal information to contact you about products, services, events and updates which we believe may be of interest to you. If you would prefer not to receive such communications please contact us.

Assignation

You will not assign or otherwise deal with any benefit or liability under the contract without our prior written consent. We may assign or sub-contract the whole or any part of the contract without your consent.
Severance

If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

Intellectual Property Rights

All intellectual property rights in or arising out of or in connection with our IT support services will be owned by us.

Governing Law and Jurisdiction

Regardless of the place of signing of this agreement, you agree that for purposes of venue, this agreement was entered into in the Great State of Ohio, United States. Any dispute will be litigated or arbitrated in the State of Ohio, and you hereby consent to the personal jurisdiction of Lucas County, Ohio Courts.