Terms of Service

1. DEFINITIONS 

Acceptance means that the relevant Deliverables have passed acceptance testing or review and received written or deemed acceptance pursuant to the procedures set out herein or in the specific SOW. 

Assumptions means all assumptions to TLD’s performance under any SOW. 

Confidential Information means any and all information of a Party which a person exercising reasonable judgment would understand to be confidential or proprietary due to the nature of the information or the circumstance of the disclosure, including, but not limited to, any pricing or other terms of these Terms and any business, financial, marketing or technical information, any vendor, customer or employee information, any trade secrets, know-how, processes and all proprietary system or software applications, source and object code and related data and documentation of the disclosing Party. Confidential Information does not include information which (i) is or becomes generally available to the public without receiving Party’s breach of these Terms, (ii) is received by the receiving Party from a third party who is not under an obligation of confidentiality, or (iii) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information, as evidenced by written records. 

Customer Items means facilities, equipment (including hardware and software), materials, items, information, data, resources, tasks, services, and other assistance that the Customer is required to obtain, procure, perform or provide in order for TLD to perform Services or provide Deliverables hereunder; 

Deliverables means all Hardware, Software and other work product that TLD is obligated to deliver to the Customer under a particular SOW. 

Guidance Documents means the documents provided by TLD to Customer providing instructions, information or other guidance regarding Hardware, Software and/or Services or any aspect thereof. 

Hardware means computer or audiovisual equipment and related devices, accessories, parts, and upgrades or any other equipment identified in a Statement of Work. 

High Risk Uses means the use of Hardware in high-risk applications, including but not limited to, aircraft navigation, emergency communications systems, medical treatment and life support systems or any other application where the failure or malfunction of the Hardware can reasonably be expected to result in death, personal injury, property damage or environmental harm. 

Intellectual Property Rights means all copyright, patents, design rights, database rights, trademarks, service marks, trade secrets, know-how and all other intellectual or proprietary rights. 

Services means professional services (consulting, configuration, implementation, integration, training, development, monitoring, programming or technical services) or support services (Hardware maintenance and repair, Software maintenance, training, installation and configuration and other standard support services) performed or provided by TLD. 

SLA means the description of the Services to be provided by TLD and the level or standard for such Services. 

Software means machine-readable instructions and data (and copies thereof) and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. 

Specifications means, with respect to any Services or Deliverables, all applicable technical, functional or operational requirements as agreed upon by both Parties and set out in the applicable SOW. 

Statement of Work (SOW) means a document(s), mutually agreed to by the Parties, which describes the Hardware, Software and/or Services to be provided to the Customer, project scope, pricing, timelines, roles and responsibilities and any other terms that may be applicable to such Hardware, Software and/or Services. A Statement of Work may include a TLD Quote. 

Third Party means an entity other than TLD or Customer. 

Third Party EULAs means end user license agreements. 

Third Party Products means Hardware, Software or services owned or provided by an entity other than TLD which are provided to Customer on a pass-through, retailer/wholesaler, supplier, distributor, reseller or OEM basis, subject to such third party’s terms of use, warranties, service level agreement and support policies, if any. 

TLD Group means TLD and its affiliates, and each of their respective officers, directors, employees, independent contractors, representatives and consultants. 

TLD Quote means a quote or estimate (including terms and conditions) provided by TLD relating to Hardware, Software and/or Services as accepted by Customer or other mutually executed document(s) that reference these Terms. 

2. SCOPE 

General Terms.  These Terms sets out the general terms and conditions upon which the Parties have agreed for the provision of Hardware, Software and/or Services. Additional terms specific to any Hardware, Software and/or Services shall be set forth in one or more Statements of Work and/or SLAs, each of which are incorporated by reference into these Terms. 

Precedence.  In the event of a conflict, these Terms will prevail over any Statement of Work, TLD Quote or other agreement between the Parties, except to the extent such document specifically references the conflicting section of these Terms, clearly states that the document will have precedence and is signed by authorized representatives of each Party.

3. ORDERS and DELIVERY 

Orders.  Customer agrees to purchase the Hardware, Software and/or Services identified in a Statement of Work. Each SOW incorporates in full and is governed by each and every term and condition of these Terms. A SOW shall not be valid or binding unless and until it is signed by both Parties. TLD shall not be obligated to accept or agree to a proposed SOW. Changes to any Statement of Work (i) may result in an increase in pricing and delays in timing and (ii) shall only be effective if the revised Statement of Work is accepted in writing by both TLD and Customer.  

Conditions of Deliverables and Services. Customer agrees and acknowledges TLD provisions of Deliverables and performance of Services are subject to the mutually agreed Assumptions and Customer Items. TLD shall not be responsible or liable for any failure to provide Deliverables or to perform Services due to any inaccuracy of the Assumptions or failure to provide Customer Items except as attributable to the act or omission of TLD. 

Deliverable Acceptance.  

Hardware Delivery.  Unless otherwise specified in a Statement of Work, Hardware shall be delivered to the Customer’s premises. Storage of Hardware due to Customer request or delay, if agreed to by TLD at its discretion, will be subject to TLD’s then-current storage and warehousing rates and policies. 

Title and Risk.  Title to all Hardware remains with TLD until the invoice relating to such Hardware has been paid in full. Until such payment is received, Customer grants to TLD a security interest in all right, title and interest in and to the Hardware and in all proceeds (including accounts receivable) thereof.  At TLD’s request, Customer will execute any instrument required to perfect the security interest. TLD is authorized to file or record, without Customer’s signature, these Terms, or copy thereof, or any applicable financing statement showing TLD’s interest in each such unit of Hardware and the proceeds thereof. Risk of loss of and damage to Hardware shall pass to Customer upon delivery to Customer by TLD.  Notwithstanding the foregoing and subject to Section 6, title to all licensed Deliverables owned by a Third Party shall remain with such Third Party as the case may be, and Customer shall receive a sufficient license from the Third Party or TLD to permit Customer’s use of the licensed Deliverables as permitted herein.

4. PRICING AND PAYMENT 

Pricing.  Estimated pricing and fees for Hardware, Software and/or Services will be set out in a Statement of Work but are not final until the Services and/or Deliverables are completed and invoiced.  Pricing and fees are subject to change at any time prior to acceptance by Customer, and are also subject to increase or other change at the times and on the terms set out in a Statement of Work. Unless otherwise set out in a Statement of Work, Customer will reimburse TLD for all reasonable out-of-pocket travel, accommodation or other ancillary expenses incurred by TLD in connection with the delivery of Services.   Invoices paid by credit card require completed CC forms in advance and are subject to a 3% processing fee. Hardware will be invoiced as shipped, potentially resulting in multiple invoices. Delayed hardware storage due to client or site issues incurs a monthly fee or full product invoice. 

Currency.  Due to US dollar fluctuations, pricing for US products may increase and include tariffs. TLD reserves the right to adjust pricings based on currency exchange rates. Such pricings are valid for 24 hours unless Customer instructs TLD to order the US products immediately.  

Taxes.  Prices are exclusive of, and Customer will pay, all applicable taxes (including without limitation sales, use, consumption, goods and services, value added or like taxes), fees (including without limitation electronic waste recycling fees required to be remitted by TLD under any applicable electronic waste recycling program), rates and governmental levies and charges that are payable in connection with the sale or supply of the Hardware, Software and /or Services under these Terms, excluding taxes on TLD’s income.  Unless otherwise set out in a Statement of Work, Customer shall pay transportation, customs, duties and freight charges applicable to the shipment of Hardware or Software to the Customer. 

Payment. Unless otherwise specified in a Statement of Work, Customer shall pay, without deduction, abatement or offset, all invoiced amounts within ten (10) days of TLD’s invoice date. TLD may charge Customer interest on overdue amounts, calculated monthly, from the date the amount became due at a rate of 2% per month. 

Change Order.  Customer may only request changes or modifications to a Statement of Work by requesting a change order in writing from TLD.  TLD will continue to perform its obligations under the current Statement of Work until the Parties agree upon, and execute, the applicable change order.  Once executed by both Parties, the change order shall automatically amend and become a part of the applicable Statement of Work.  TLD shall not be obligated to agree to any particular change order.  

Cancellations. In the event of a Statement of Work cancellation, the client will be responsible for all costs incurred by TLD in the effort to fulfill the Statement of Work. This includes, but is not limited to, procurement, handling, project planning, technical development and any other associated expense. Specifically in the event of a Hardware purchase cancellation, if the Hardware has not been shipped, TLD will try to negotiate a cancellation with the supplier within 7 days, but cancellations are not guaranteed.

5. CUSTOMER RESPONSIBILITIES 

Access, Personnel and Information. Customer will (i) provide TLD with reasonable access to facilities and systems at all reasonable times as required by TLD to provide Services in a timely manner, (ii) make available to TLD qualified personnel who are familiar with Customer’s equipment, networks and software applications and who are capable of performing Customer’s obligations under any Statement of Work and (iii) make available to TLD such data, information and materials as may reasonably be required by TLD to perform the Services. Should a delay in respect of the provision of the Hardware, Software and/or Services arise from the failure of the Customer to meet its obligations under this Section 5, TLD shall have no liability to Customer for any losses or damages associated with such delay. 

Content. Customer shall be responsible for content, material or other information (including without limitation, trademarks, copyrighted material, product information, Customer specifications, etc.) provided to TLD under these Terms. TLD will have no liability for any claims, actions or damages arising from such content, material or other information and Customer will indemnify and hold TLD Group harmless from and against all such claims, actions or damages. 

Site Access and Safety.  Customer shall ensure TLD has the required access to site location and tools (e.g. elevators, receiving areas, electrical etc.) for TLD to provide the Services and Deliverables. Any inability to access the site as required and planned will result in additional time and costs.  

Customer shall ensure that all Customer work site(s) attended by TLD personnel are safe and comply with relevant occupational health and safety laws and regulations.  TLD may suspend or refuse any service if conditions at the site are, in its reasonable opinion, unsafe or hazardous.

6. INTELLECTUAL PROPERTY 

Hardware and/or Software. Customer expressly acknowledges and agrees that TLD and/or other Third Party, including but not limited to the manufacturer, supplier or developer of the Hardware and/or Software, owns all Intellectual Property Rights of the Hardware and/or Software identified in the Statement of Work, and any interest and right to Hardware and/or Software is subject to the terms and conditions of the Software and/or Hardware set out in the Statement of Work, Third Party EULAs or other sources that TLD does not have control of. 

Services. Unless otherwise expressly agreed in writing by the Parties, either TLD, the manufacturer, developer, supplier or other Third Party shall own all right, title and interest in and to all hardware, software, processes, methodologies and systems used by TLD in performing Services. 

Guidance Documents. TLD is and shall remain the owner of all right, title and interest in Guidance Documents. TLD grants Customer a non-exclusive, non-transferable, royalty-free license to use the Guidance Documents in connection with the installation, maintenance and use of the related Hardware, Software and/or Services or combination thereof.

7. THIRD PARTY TERMS 

Deliverable Terms: Customer expressly acknowledges that its purchase and use of Deliverables may be subject to additional terms and conditions of the Deliverables that are not specified in the Statement of Work asset out in product specifications, operator or user manuals ,online sources or other sources that TLD does not have control of. Customer is and shall be solely responsible and liable to use the Deliverables in accordance with such terms and conditions. Customer acknowledges that, unless otherwise set out in a Statement of Work, the Deliverable has been designed, manufactured and tested by the manufacturer for general-use office environments. TLD disclaims any and all liability in connection with any High Risk Uses or restricted uses and Customer will indemnify TLD from any claims resulting from High Risk Uses or restricted uses. 

End User License Agreements. Customer expressly acknowledges that its purchase and use of Third Party Products may be subject to the terms of Third Party EULAs. Customer agrees to comply with any applicable Third Party EULAs.

8. WARRANTIES AND DISCLAIMER 

Third Party Products Warranty. TLD provides all Third Party Products on an “AS IS” and “AS AND WHEN AVAILABLE” basis, without warranties of any kind. Customer expressly acknowledges and agrees that any warranty in respect of Third Party Products is provided solely by the manufacturer, developer, supplier or other applicable Third Party (the terms of which may be obtained from such Third Party in the Third Party EULAs, packaging inserts, manuals, online sources) or other sources that TLD has no control of. TLD shall have no responsibility or liability under these Terms for any Third Party Products or for any claims for damages or loss that Customer may have resulting from Customer’s use of such Third Party Products. Customer agrees (i) that its exclusive remedies with respect to any Third Party Products will be against the applicable Third Party, and (ii) not to assert any claim against TLD based on or related to Customer’s use of Third Party Products.  

Services Warranty. TLD warrants that it will perform the Services in a professional and workmanlike manner. Any other warranty provided by TLD in respect of Services shall be as set out in a Statement of Work. 

Disclaimer. The warranties and any associated remedies expressed or referenced in these Terms are exclusive.  To the fullest extent permitted by law and except as expressed or referenced in these Terms, TLD does not make, and expressly disclaims, any other warranties, representations or conditions, express or implied, in fact or in law, or inferred from a course of dealing or usage of trade, statutory, or otherwise, including without limitation, any implied warranties and conditions of merchantable quality and fitness for a particular purpose, title or non-infringement. 

Warranty Void.  The warranties and any associated remedies expressed or referenced in these Terms do not apply and TLD shall not have any liability if: (i) any person not authorized by TLD tampers with or modifies any part of the Services and/or Deliverables; (ii) the Deliverable is moved or re-installed unless by TLD; (iii) the Deliverable is damaged due to abuse and/or misuse or (iv) Client fails to upgrade software provided by developer or continues to use unsupported software.

9. LIMITATION OF LIABILITY 

Limitation. Customer acknowledges and agrees that TLD’s total aggregate liability to Customer for any damages or losses arising under these Terms shall not exceed the fees paid by Customer under these Terms for the six (6) months before the occurrence that directly relates to the claim. In no event shall TLD be liable for any incidental, direct, indirect, special, exemplary, punitive or consequential costs, losses, expenses or damages or for business interruption costs, lost business, revenues or profits, failure to recognize expected savings or unavailability of or inability to use any data or records, loss or theft of data or records, data breaches, unauthorized access, hacking, cyberattacks or any other cybersecurity issues, software restoration or any other commercial or economic loss or damages of any kind, even if advised of the possibility of such loss or damages or even if such loss or damages are reasonably foreseeable. To the extent permitted by applicable law, these limitations shall apply regardless of the basis of liability or the nature of the cause of action or claim, including without limitation, negligence, strict liability, misrepresentation or breach of any kind.

10. TERM, DEFAULT AND TERMINATION 

Term.  These Terms are effective as of the Effective Date and will continue until terminated in accordance with this Section 10. The term applicable to each Statement of Work will be as set out in such Statement of Work. 

Default.  If Customer fails to make any payment when due and such failure continues for a period of ten (10) days after notification of such failure, TLD may, without any liability whatsoever to Customer or any third party, discontinue or suspend performance of TLD’s obligations under these Terms. 

Termination. Either Party may terminate (i) these Terms for convenience upon ninety (90) days prior written notice to the other Party, provided that there is no active Statement of Work outstanding, (ii) these Terms or a Statement of Work on written notice to the other Party if the other Party breaches any material provision of these Terms or the Statement of Work and such breach is either not capable of being cured or not cured within the time specified in the notice, or (iii) these Terms and cancel any unfulfilled obligations without notice if the other Party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned. 

Effect of Termination.  Upon any termination of these Terms or any Statement of Work: (i) each Party will promptly destroy or return to the other party all Confidential Information (defined below) of the other Party in its possession or control and will provide the other Party with a written certification, certifying to the destruction or return of all such Confidential Information; (ii) TLD will deliver to Customer all Hardware and/or Software (for which payment has been received by TLD); (iii) the Parties will agree on terms for delivery by TLD and payment by Customer of any Hardware and/or Software that Customer accepted prior to the effective date of termination but for which TLD has not already received payment and any work in progress as of the effective date of termination; and (4) the license to use any Software will continue or terminate, as the case may be, in accordance with the terms of the applicable license use terms. Any termination under this Section 10 will be without prejudice to the terminating party’s legal rights and remedies.

11. CONFIDENTIAL INFORMATION 

Use and Disclosure Restrictions. Except as is required for the performance of the receiving Party’s obligations under these Terms, the receiving Party shall not use the disclosing Party’s Confidential Information nor disclose such Confidential Information to any third party, except those of its employees and contractors that need to know such Confidential Information for the performance of these Terms, provided such employees and contractors are subject to confidentiality obligations at least as restrictive as those set out herein. TLD may also use or disclose such Confidential Information to third party providers as required for TLD to provide the Services and Deliverables. Each Party will use all reasonable efforts to maintain the confidentiality of all of the other Party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance. The foregoing will not restrict either Party from disclosing the other Party’s Confidential Information or the terms and conditions of these Terms: (a) under an order of a court, administrative agency, or other governmental body; provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order; or (b) on a confidential basis to its legal or professional financial advisors.

12. PRIVACY AND PERSONAL INFORMATION 

Customer shall comply with all privacy and related laws applicable to any use or disclosure of personal information made by it in connection with these Terms.  In particular, Customer warrants that it has given all notices, made all necessary disclosures and obtained all consents required under such laws in respect of personal information provided or made available to TLD under or in connection with these Terms. Customer further warrants that it has adequately secured all personal information from unauthorized access, use or disclosure, including without limitation, in its transmission and/or provision of access to TLD.  Customer will fully indemnify and hold harmless TLD Group from and against all costs, expenses, damages, fines, penalties or other losses arising from or relating to Customer’s breach of the warranties in this section.

13. DATA SECURITY DISCLAIMER 

Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that all Services, Hardware and Software provided by TLD may be subject to inherent risks associated with technology, including but not limited to cybersecurity threats, software vulnerabilities, hardware failures, or third-party actions beyond the Company’s control. The Company does not guarantee the security, integrity, or availability of the Customer’s data or systems when using the Products and Services. It is the Customer’s sole responsibility to implement appropriate safeguards, including but not limited to backups, encryption, firewalls, and other cybersecurity measures, to protect the Customer’s data and systems.

14. NON-SOLICITATION 

During the term of these Terms and for a period of one year thereafter, neither Party will solicit for employment, directly or through other parties, any individual employed by the other Party, without the other Party’s written consent. Notwithstanding the foregoing, either Party shall be permitted to solicit or hire any individual responding to general public marketing and recruiting advertising and events.

15. GENERAL 

Survival.  Any terms in these Terms which by their nature are intended to survive termination or expiration of these Terms, shall so survive any such termination or expiration.  

Notices.  All notices under these Terms must be in writing and sent by registered mail, postage prepaid, return receipt requested or commercially acceptable overnight delivery service.  Notices will be addressed to the parties at their respective addresses under these Terms or at another address as specified in writing by either party.  Notices will be deemed given upon receipt. 

Internal Use. Hardware, Software and/or Services acquired by Customer under these Terms are solely for Customer’s own use and not for resale or sub-licensing. 

Independent Contractor.  Nothing in these Terms will be construed as creating a joint venture, partnership or employment relationship between the Parties, nor will either Party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. 

Force Majeure.  Any delay or failure of either Party to perform its obligations under these Terms will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, including but not limited to, acts of God, internet blackouts or brownouts, severe weather, fire; explosions, floods, strikes or work stoppages, slowdowns or other industrial disputes, accidents, riots or civil disturbances, acts of war, sabotage or terrorism, dangerous conditions which present a threat to the safety or health of TLD personnel, acts of government, inability to obtain any license or consent necessary in respect of any third party software and delays or failure to perform by any suppliers (including without limitation any third party supplier providing services to TLD or to Customer) or material shortages.  Customer’s inability to pay its financial obligations under these Terms shall not constitute Force Majeure. 

Assignment.  Customer may not assign or otherwise transfer all or any part of these Terms without the prior written consent of TLD. TLD may assign or transfer, without notice or consent, all or any part of these Terms to a parent, subsidiary or affiliate of TLD. 

Waiver and Severability.  Neither party’s failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.  If any provision of these Terms is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby. 

Entire Agreement and Amendment.  These Terms is the entire agreement between the Parties regarding Customer’s purchase of Hardware, Software and/or Services and supersedes and replaces any previous communications, representations, or agreements, or Customer’s additional or inconsistent terms, whether oral or written.  These Terms may be modified only by written instrument executed by both Parties. 

Governing Law.  These Terms shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein. The Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in Vancouver, British Columbia in any dispute arising out of or relating to these Terms.  The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.  The parties confirm that it is their wish that these Terms, as well as all other documents relating hereto, including without limitation all notices, have been and will be drawn up in the English language only.  Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise. 

Changes to Terms of Service.  These Terms may be updated, changed or replaced at anytime for any reason at the sole discretion of TLD without notice. The most current version of these Terms will be posted. Customer is solely responsible for reviewing the most current version of these Terms periodically. Customer’s continued use of any Services or Deliverables of TLD constitutes acceptance of these Terms as updated, changed or replaced.