GENERAL TERMS AND CONDITIONS
Last updated: September 10, 2026
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 Omni Technology Professionals, Inc. DBA OmniTechPro, the following words have the following meanings:
“After Hours” means from 5:00 pm to 9:00 am hours, Monday to Friday, and all day Saturday and Sunday, including Federal Holidays;
“Business Hours” means Monday to Friday from 9:00am to 5:00pm hours excluding Federal Holidays;
“Client,” “You,” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors, and assigns;
“Conditions” means these terms and conditions;
“Committed Term” means the minimum period stated in a Quote for which You have agreed to take a Plan. Where the Quote states “month to month”, the Committed Term is one month;
“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;
“Sales tax” has the meaning given to it under applicable state and local tax laws in the United States.
“Order” means any order requested by You to Us for Goods or Services in any form;
“Quote” means a quote provided to You by Us;
“Period” means a particular number of half-days, days, weeks, two-week periods, months, or any other period, as may be agreed between Us and You as the period during which some Services will be provided;
“Plan” means any arrangement between Us and You (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;
“Federal Holidays” means any day that is a federal holiday throughout the United States and Maryland;
“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract, or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us for work actually performed;
“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 Omni Technology Professionals, Inc., a Maryland corporation doing business as OmniTechPro, and its successors and assigns; and
“Work” means anything We may do, provide, customize, 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:
Words denoting the singular number only shall include the plural number and vice versa;
Reference to any gender shall include every other gender;
Reference to any Federal or State Statute or Regulation shall include any amendment currently in force at the relevant time and any Federal or State Statute or Regulation enacted or passed in substitution therefore;
Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
All references to dollars ($) are to US Dollars;
A reference to time is to Eastern Standard Time (unless Daylight Saving Time is in effect);
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 includes bankruptcy, liquidation, dissolution, becoming 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
3.1 The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
3.2 After the expiry of the Committed Term, the Term will automatically extend for successive periods equal to the original Committed Term, unless earlier terminated by either party in accordance with Clause 4. Where the Quote specifies a month-to-month Committed Term, the Term renews monthly.
4. TERMINATION
4.1 This Agreement may be terminated by You upon thirty (30) days written notice if We:
4.1.1 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.
4.1.2 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.
4.1.3 Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
4.2 You may terminate this Agreement, or any individual Plan, for any reason and without cause upon thirty (30) days written notice to Us. Termination takes effect at the end of the calendar month in which the notice period expires, and You will pay all Fees accrued through that date. Where the Plan has a Committed Term longer than one month, clause 4.5 also applies.
4.3 This Agreement may be terminated by Us upon sixty (60) days written notice to you.
4.4 If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
4.5 Where the Quote specifies a Committed Term longer than one month and You terminate before the end of that Committed Term (other than under clause 4.1 or 9.3), You agree to pay the remaining monthly Fees through the end of that Committed Term. This clause does not apply to a month-to-month Committed Term.
4.6 Either party may terminate this Agreement by written notice if the other party becomes insolvent or makes an assignment for the benefit of creditors, or, in Our case, if any Fee remains unpaid more than thirty (30) days after We have given written notice under clause 29.2.
4.7 Within thirty (30) days after termination, and provided all undisputed Fees have been paid, We will remove Our monitoring and remote-access software from Your systems, return or securely delete credentials and Confidential Information of Yours in Our possession (subject to Our record-keeping obligations), and provide You with a copy of the documentation We hold about Your environment.
5. REPRESENTATIONS
5.1 You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.
6. NOTICES
6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours or delivery via certified mail or in-person delivery where email is unavailable.
7. GOVERNING LAW
7.1 This Agreement is governed by the laws of the State of Maryland and the United States of America. The parties submit to the non-exclusive jurisdiction of the Circuit Court for Wicomico County, Maryland, and the United States District Court for the District of Maryland. Before commencing litigation, the parties will attempt in good faith to resolve any dispute by discussion between senior representatives and, if that fails within thirty (30) days, by mediation in Maryland with a mutually agreed mediator. Either party may seek urgent injunctive relief at any time.
8. ASSIGNMENT
8.1 You may not assign Your rights and obligations under this Agreement without Our prior written consent. We may assign this Agreement to a successor in connection with a sale of Our business, on written notice to You.
9. VARIATION OF THESE TERMS AND CONDITIONS
9.1 We may vary these Conditions by publishing the varied Conditions on Our website.
9.2 Where a variation materially reduces Your rights or increases Your obligations under a Plan You are currently receiving, We will give notice by email to Your nominated contact at least thirty (30) days before the variation takes effect.
9.3 If You object to a variation notified under clause 9.2, You may terminate the affected Plan under clause 4.2 before the variation takes effect, and clause 4.5 will not apply.
GOODS AND SERVICES
10. QUOTES
10.1 Term and effect: Quotes for Services are valid for thirty (30) days and Quotes for Goods for seven (7) days, unless the Quote states otherwise. Approving a Quote creates an Order, which becomes binding when We accept it in writing.
10.2 Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by You.
10.3 The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.
10.4 Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.
10.5 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
10.6 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.
10.7 When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
10.8 Price and supply changes: Goods prices depend on supplier pricing and availability. If a supplier changes its price or discontinues a product before We place the Order, We will tell You, and You may accept the revised price, choose a substitute, or cancel that item without charge.
10.9 Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.
10.10 ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
10.11 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
10.12 We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.
10.13 Prices are based upon total Quote Purchase.
10.14 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return to depot basis.
11. ORDERS
11.1 Order Forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web-based system with the date and Your details, including Your full legal name or description and any applicable Employer Identification Number (EIN) or state business registration number (including the full name or description of any person on whose behalf the order is placed), Your address, together with any relevant Quote number and date.
11.2 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.
11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of Us to be:
11.3.1 signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
11.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.
11.4 Acceptance and Orders: An Order has no effect until it is accepted by Us in writing and, for Goods, until We have received payment in cleared funds for the Order and any related freight and delivery costs, unless We have agreed credit terms with You in writing.
11.5 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.
11.6 Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.
11.7 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.
11.8 Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.
12. PRICING AND RATES
12.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
12.2 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.
12.3 Vary Rates: We may vary the Rate Schedule from time to time. Where a variation increases any Rate applicable to a Plan You are currently receiving, We will give You at least sixty (60) days written notice, and the increase will take effect from the start of a billing month. Rates are otherwise fixed for the duration of any Committed Term unless the Quote states otherwise.
12.4 Call-out fees: Call-out fees and After Hours Rates are as set out in the Rate Schedule.
12.5 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. Fees will not exceed reasonable administrative costs incurred by Us.
12.6 Expenses: You will reimburse pre-approved travel and out-of-pocket expenses We incur in providing the Services, in addition to the Rates.
12.7 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.
12.8 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.
12.9 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:
12.9.1 are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
12.9.2 are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
12.9.2.1 the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
12.9.2.2 We are not liable to refund, reimburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.
12.10 Audit of Devices and Users: Where Fees are based on a count of devices, users, or endpoints, We may periodically audit Your environment to verify the current count. If the actual count exceeds the count on which Your current invoice is based, We will adjust future invoices to reflect the correct count and may back-bill for up to the prior sixty (60) days. You agree to promptly notify Us in writing of any material increase in the number of devices, users, or endpoints covered by Your Plan.
13. SERVICES AND PLANS
13.1 Service and Plan Variations: We may improve or change how We deliver the Services, including the tools We use. Where a change materially reduces what a Plan You are receiving includes, We will give You thirty (30) days written notice, and You may terminate the affected Plan under clause 9.3.
13.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.
13.3 Out-of-scope Work: Work outside the scope of Your Plan is charged at Our Rates. We will tell You before starting out-of-scope Work that We expect to exceed one (1) hour, unless the matter is urgent and You have asked Us to proceed.
14. CONTRACTING
14.1 We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms. Where a subcontractor will access, process, or store Your Confidential Information, We will require that subcontractor to maintain confidentiality and security obligations at least as protective as those in clause 32.
15. DELIVERY, TITLE AND RISK
15.1 Delivery liability: We will use all reasonable endeavors to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
15.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.
15.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
15.5 Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
15.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
15.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
15.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
15.5.4 Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
16. RETURNS AND CLAIMS FOR GOODS AND SERVICES
16.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.
16.2 Customized Goods not returnable: Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.
16.3 Duty to inspect: You will immediately inspect all Goods upon delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. Written notice must include evidence such as photos or detailed descriptions. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.
16.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
16.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
16.6 Consequences of use, installation, customization or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).
17. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE
17.1 Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavors to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, We will apply reasonable skill and care in providing the Services, and Our liability for the Services is as set out in clause 21.
17.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
17.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
17.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
17.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
17.3.3 You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
17.3.3.1 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
17.3.3.2 the behavior of third-party supplier, e.g. in relation to support;
17.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
17.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;
17.3.6 Accordingly, You accept responsibility for:
17.3.6.1 decisions as to whether or not to follow recommendations by Us;
17.3.6.2 decisions as to whether or not to purchase or customize Goods or obtain Services for that or any other purpose; and
17.3.6.3 any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
17.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavors to achieve those outcomes.
17.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
18. FORCE MAJEURE
18.1 Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemic, war, civil unrest, government action, utility or internet outages, or failure of third-party suppliers or carriers. The affected party will notify the other promptly and resume performance as soon as reasonably possible. Payment obligations for Goods and Services already delivered are not excused.
19. PRODUCT SPECIFICATIONS
19.1 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.
19.2 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.
20. WARRANTIES
20.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.
20.2 No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.
21. LIABILITY
21.1 Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded. Subject to applicable state laws, including Maryland-specific warranty requirements.
21.2 Data and backups: Your data is Yours at all times. Unless backup is an included Service under Your Plan, You are solely responsible for backing up Your programs and data. Where backup is an included Service, We will operate it in accordance with the Plan Schedule, but We cannot guarantee that every file or version can be recovered in every circumstance, and We are not liable for data loss caused by hardware failure, malware, or third-party services outside Our control, provided We have performed the backup Service as described.
21.3 Limit on consequential damage: Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of turnover, profits, business, or goodwill, however caused.
21.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
21.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
21.5.1 Goods or Services provided to You or any Work;
21.5.2 these Terms and Conditions;
21.5.3 the non-availability of Goods or Our Services for any reason;
21.5.4 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
21.5.5 for any other reason whatsoever.
21.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):
21.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;
21.6.2 repairing the Goods or the Work;
21.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
21.6.4 paying the cost of having the Goods or the Work repaired.
21.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.
21.8 Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
21.9 Cap on Liability: Without limiting the exclusions elsewhere in this clause 21, to the extent any liability of Ours to You is not validly excluded, Our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the lesser of (a) Your actual direct damages, or (b) the total Fees paid by You to Us for the specific Service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.
21.10 Exceptions: Clauses 21.5 and 21.9 do not apply to (a) either party’s fraud or willful misconduct, (b) a party’s breach of clause 32.3 or 32.4 (Confidential Information), or (c) liability that cannot be limited by law.
21.11 Our indemnity: We will indemnify You against third-party claims, losses, and reasonable costs to the extent arising from Our negligence or willful misconduct in performing the Services, or Our breach of clause 32.3. The indemnified party must notify the other promptly, allow it to control the defense, and cooperate reasonably.
22. ERRORS AND OMISSIONS
22.1 We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
OUR RESPONSIBILITIES
23. PRIVACY STATEMENTS AND YOUR RIGHTS
23.1 We are collecting Your personal information for the fulfillment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorized Purposes”).
23.2 You are required to provide your personal information to Us for Authorized Purposes.
23.3 We may disclose Your personal information to other persons for the purposes of the fulfillment 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.
23.4 Otherwise We will not disclose Your personal information without Your consent unless authorized by law. Our privacy policy at omnitechpro.com/privacy-policy provides more detail.
23.5 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.
23.6 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.
24. [INTENTIONALLY OMITTED]
25. INSURANCE COVERAGE
25.1 We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $1,000,000. At Your request We will provide You with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal and at other times as may be reasonably requested by You.
YOUR RESPONSIBILITIES
26. RECORDING OF SERVICE REQUESTS
26.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for recording of Service Requests as outlined in Appendix A.
26.2 Response Times: We will use commercially reasonable efforts to respond to and resolve Service Requests promptly, and We prioritize Service Requests by business impact. Unless a Plan Schedule states specific response or resolution targets, We do not guarantee any particular response or resolution time. Service Requests recorded outside Business Hours are handled on the next Business Day unless You request After Hours service, which is charged at After Hours Rates.
27. ACCESS TO SYSTEMS, SITES AND PEOPLE
27.1 In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
27.2 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 are left on overnight or weekends.
28. THIRD PARTY AUTHORISATIONS
28.1 At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
29. PAYMENT, LATE PAYMENT AND DEFAULT
29.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.
29.2 Late payment: Where an invoice remains unpaid seven (7) days after its due date, We may give You written notice. If the invoice remains unpaid seven (7) days after that notice, We may suspend the supply of Goods and Services until it is paid. Suspension does not relieve You of the obligation to pay Plan Fees during the suspension period.
29.3 Disputed invoices: If You dispute an invoice in good faith, You must tell Us in writing before the due date and pay the undisputed portion on time. Clause 29.2 does not apply to the disputed portion while the parties are resolving it.
29.4 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. Collectively, the overdue invoice amount and these costs are referred to in these Conditions as a “Sum Due”.
29.5 Interest: If payment of any Sum Due is not made on time, We will charge interest on the Sum Due at the rate of 1.5% per month, or the maximum rate permitted by law if lower, calculated daily from the due date until the Sum Due is paid in full.
29.6 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
29.6.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonored check fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
29.6.2 secondly, in or towards payment of any interest due or payable hereunder, and
29.6.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
29.7 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.
29.8 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.
30. NON-SOLICITATION OF CLIENTS AND EMPLOYEES
30.1 During this Agreement and for two (2) years after it ends, neither party will directly solicit for employment or hire any employee of the other who was involved in delivering or receiving the Services, without the other party’s prior written consent. General job advertising not targeted at the other party’s employees is not solicitation.
30.2 The parties agree that the damages resulting from a breach of clause 30.1 would be impracticable and extremely difficult to ascertain. Therefore, if a party breaches clause 30.1, that party agrees to pay the other party an amount equal to the lesser of (a) fifty percent (50%) of the employee’s total annual compensation or (b) thirty thousand dollars ($30,000), as liquidated damages, and the non-breaching party may terminate this Agreement without further notice or liability. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs of identifying, recruiting, hiring, and training a suitable replacement.
31. SOFTWARE
31.1 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.
31.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
31.2.1 any unauthorized Software use by You;
31.2.2 any breach of any Software license in respect of Software provided to Us by You to be installed on one of Your computers;
31.2.3 otherwise as a result of Us installing Software at Your where You are not authorized to use the Software; and
31.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
31.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
32. COPYRIGHT AND CONFIDENTIALITY
32.1 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.
32.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You. Where We create a deliverable specifically for You and You have paid for it, You receive a perpetual, royalty-free license to use it for Your internal business purposes. Documentation We produce about Your environment is Yours to keep on termination.
32.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
32.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.
As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.
32.5 The obligations in clauses 32.3 and 32.4 survive termination of this Agreement for five (5) years, and indefinitely in respect of credentials, security configurations, and trade secrets.
32.6 If We become aware of a security incident that has compromised Your Confidential Information in Our possession or under Our management, We will notify You within seventy-two (72) hours of Our discovery, and in no event more than thirty (30) days, even if Our investigation is not complete at the time of notification. We will cooperate reasonably in the response and provide updates as the investigation progresses.
33. GENERAL
33.1 The parties are independent contractors. Nothing in these Conditions creates a partnership, joint venture, or employment relationship.
33.2 Electronic signatures and approvals given by email or through Our portal are binding.
33.3 A party’s failure to enforce a right is not a waiver of it.
33.4 Clauses 4.5, 4.7, 7, 12.10 (as to amounts owed), 17, 20, 21, 29, 30, 31, 32, and any other clause that by its nature should continue, survive termination of this Agreement.
APPENDIX A
SERVICE REQUEST RECORDING PROCESS
When you contact us to record a service request, please use one of the methods below:
Phone: 410-219-2695
Email: help@omnitechpro.com
Web Portal: https://omnitechpro.accelo.com/portal
Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.
If the issue is being recorded by phone or external email, you must include your name, company, and return contact details.
Service requests must not be recorded directly with technicians, as this detracts them from resolving the current issue.
SERVICE REQUESTS OUTSIDE OF OUR BUSINESS HOURS
Service Requests that must be addressed outside of business hours must be recorded by phone (charges apply for after-hours work). If not, the Service Request will be viewed on Our next Business Day.
