CompDAT LLC — Terms and Conditions

Effective Date: May 2024
CompDAT LLC — 456 Birge Park Rd., Harwinton, CT 06791 — 860-733-0165 — sales@compdat.com

General Service Terms

CompDAT, LLC (“CD”) provides telecommunications and information technology-related services, support, and products (collectively, “Services”) to clients (each a “Client”) subject to these terms and conditions, which may be modified from time to time (“Terms”). Such Services shall be provided in accordance with service quotes agreed to by CD and Client (“Quote”) which shall be governed by these Terms. In the event of a conflict between these Terms and any Quote, the terms of the Quote shall prevail.

Please read these Terms carefully before using the Services. By using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms.

Order Processing

Order processing begins promptly after payment is received. Timing may vary based on product type and order specifics. Progress updates are available through our ERP system. CD commits to delivering quality products and services within agreed timelines.

Clients must provide all necessary information and materials required for successful order completion. For accounting inquiries, contact accounting@compdat.com.

Deposits

A deposit may be required at order confirmation. Deposits secure mutual commitment and are deducted from the final amount before delivery.

Payment and Billing

Unless other payment terms are expressly stated in an applicable SOW, payment is due within fifteen (15) days of receipt of an invoice. All transactions are processed in USD. Payments by non-contract clients may be made via Stripe or other methods accepted by CD.

If a bill is not paid within thirty (30) days of its due date, Client shall be liable for late charges at the rate equal to the lesser of 1.5% per month, or the highest rate allowed by law, calculated from the due date until the amounts are paid, together with all expenses incurred in collection, including reasonable attorneys’ fees and expenses. If Client fails to make payment on any due date, CD shall have the right to suspend any or all Services and, if such failure to make payment has not been cured within thirty (30) days of the due date, upon written notice terminate all Services. Termination of any Services by CD shall not limit CD from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Client of its obligation to pay all fees and expenses accruing prior to such termination. Billable time is rounded in increments of 15 minutes during business hours and 120 minutes outside of business hours.

ACH Payments (Contract Clients)

Contract clients are required to use CD’s provided ACH system for payment of all monthly recurring services. Client authorizes CD to initiate debits from a designated ACH account, on the due date, for all payments, fees, expenses, and any other amounts due and payable by Client. Payments for monthly Services must be made in advance of service. Any charges not disputed by Client in good faith within fifteen (15) days of receipt of an invoice will be deemed approved and accepted. If a contract client pays by any means other than CD’s provided ACH system, an additional 2.5% fee shall be added to all amounts owed by Client.

Term

This agreement will be for the period from Contract Start Date to Contract End Date (“Initial Term”). This agreement will automatically renew for sequential month terms (each a “Renewal Term”) unless a Party gives written notice of non-renewal or termination at least sixty (60) days prior to the end of the Initial Term or the then-current Renewal Term; provided, however, that these terms shall remain in effect until the Term of all SOWs and services have expired or have been terminated.

Cancellation

Either party may cancel this Agreement, with or without cause, by providing sixty (60) days’ written notice to the other party. Cancellation requests should be sent to support@compdat.com. Non-contract clients must also provide sixty (60) days’ written notice to cancel services. Cancellation shall not relieve Client of its obligation to pay all fees and expenses accruing prior to the effective cancellation date. CD’s right to pursue any outstanding remedies, including collection of unpaid amounts, survives cancellation.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach; or (ii) fails to make any payment on its due date and has not cured such failure within thirty (30) days of the due date. Termination for cause shall not limit CD from pursuing any other remedies available to it, nor shall it relieve Client of its obligation to pay all fees and expenses accruing prior to termination.

Upon termination for any reason, all Client data held by CD shall be returned to the Client in a commercially reasonable manner, not to exceed fifteen (15) calendar days following the date of Client’s written request, in an industry-standard format mutually agreed upon by the parties. CD shall have no obligation to store or maintain any Client data beyond fifteen (15) calendar days following termination. If Client requests transition assistance, CD shall provide it provided all fees are paid in full and Client agrees to pay CD’s then-current hourly rate for such assistance.

Returns

Return requests must be submitted within 14 days of receipt of goods. All returns must be in new condition with original packaging and accessories. Custom equipment orders (e.g. laptops, servers) are non-returnable. CD reserves the right to charge a 30% restocking/shipping fee on any return.

Refund Policy

CD follows a no-refund policy for services that have been delivered. Products may qualify for refunds within 14 days of delivery if unopened and in original packaging, subject to the restocking fee above. Special orders and custom configurations are non-returnable.

Changes to Scope

Any changes to the scope of work shall be effective only upon Client’s acceptance of a Proposal and/or Quote from CD.

Confidentiality

During the Term, each party may learn and have access to certain Confidential Information of the other party. All CD owned materials, deliverables, proposals, and pricing information shall be deemed Confidential Information of CD without need to be marked as such. Neither party will, without the other party’s prior written approval, disclose any Confidential Information to any third party. Confidential Information shall not include information that: (i) is in the public domain through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to receipt; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) becomes known from a third party without an obligation of confidentiality.

CD shall not be responsible for the confidentiality, integrity, and availability of Client’s Environment unless expressly provided in an applicable SOW. Client expressly recognizes that no IT system can be made one hundred percent (100%) secure and that a security incident is not per se evidence of any breach of this Agreement or negligence by CD.

Warranty

CD warrants that all Services will be performed in a professional and workmanlike manner in accordance with general industry standards. Client must report any deficiencies in writing within ten (10) business days of performance. Security vulnerabilities or system weaknesses discovered during the first ninety (90) days after CD begins providing Services will be brought to Client’s attention and a remediation proposal will be provided at additional cost under a separate SOW.

THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES. ALL SERVICES ARE PROVIDED “AS IS” AND “WHERE IS.” CD DOES NOT WARRANT THAT THE SERVICES OR ANY THIRD-PARTY PRODUCTS ARE ERROR-FREE OR WILL OPERATE IN AN UNINTERRUPTED MANNER.

Remedy

FOR ANY BREACH OF THE WARRANTY, CLIENT’S EXCLUSIVE REMEDY, AND CD’S ENTIRE LIABILITY, SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE SERVICES. IF CD IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, CLIENT SHALL BE ENTITLED TO RECOVER THE FEES PAID TO CD FOR THE DEFICIENT SERVICES.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY. CD’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO CD BY CLIENT FOR THE SPECIFIC SERVICES THAT ARE THE SUBJECT OF THE CLAIM OVER THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY CLAIM AGAINST CD MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR THE RIGHT TO BRING SUCH CLAIM SHALL BE DEEMED FORFEITED.

Indemnification

Client agrees to indemnify, defend and hold harmless CD and its subsidiaries, affiliated companies, third-party service providers, and each of their respective officers, directors, employees, shareholders, and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Client’s use of the Services; (ii) any violation by Client of any of CD’s policies; and/or (iii) any acts or omissions by Client or Client’s end users.

Investigations and Audits

Client agrees to reimburse CD, on a Time and Materials basis at CD’s then-current rates, for its assistance in responding to any investigation, audit, or information request, plus CD’s own reasonable costs including attorneys’ fees. CD will cooperate, at Client’s sole expense, with any reasonable and lawful request in connection with such matters.

Software Licensing Compliance

Client assumes all responsibility and liability for licensing compliance for any applications not specifically provided for Client use under this Agreement.

Cooperation; Delays

Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Services. Client agrees to provide, as reasonably necessary: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data, coordination of meetings, and other resources required for satisfactory performance of the Services.

Client is responsible for: (i) assigning a dedicated internal project manager; (ii) defining and maintaining its business objectives and requirements; (iii) reviewing customizations for conformance with relevant requirements; (iv) training its users in the use of any Services; and (v) using any Service for its own internal business purposes.

Scheduling of CD’s resources must be agreed to no later than five (5) business days prior to the date work is scheduled to begin. Delays caused by Client will be billed as follows: (i) offsite planned resources at 50% of planned hours during the delay; and (ii) onsite planned resources at 100% of planned hours during the delay (maximum of 8 hours per business day).

No Solicitation

Client agrees not to knowingly hire or contract separately with any person employed by CD during the time CD provided Client with professional services, and within one year of the last services provided. In the event Client does so, CD shall receive liquidated damages equal to the annual salary paid to such personnel by CD.

Monthly Minimum

Client agrees to a minimum monthly Service Fee calculated using the total contract value for Services listed in the Quote (“Monthly Minimum”). The Monthly Minimum is a billing floor — Client shall be invoiced no less than the Monthly Minimum each month regardless of actual usage or consumption of Services. For the Initial Term, the Monthly Minimum shall be 70% of the total contract value listed in the Quote. For each Renewal Term, the Monthly Minimum shall be 70% of the total value for monthly Services at the time of renewal. The Monthly Minimum does not constitute an early termination fee and does not limit CD’s rights under the Early Termination section below.

Early Termination

If Client cancels or terminates this Agreement prior to the expiration of the Initial Term (or any Renewal Term), Client shall be liable for an early termination fee (“ETF”) equal to the Monthly Minimum multiplied by the number of full or partial months remaining in the then-current term as of the effective cancellation date (“Remaining Term”). The ETF shall become immediately due and payable upon the effective date of cancellation.

HaaS Equipment on Early Termination: If Client has active HaaS equipment under lease at the time of early termination, Client shall, within thirty (30) days of the effective cancellation date, elect one of the following:

1. Return the Equipment — Client returns all leased Hardware to CD in good working condition (reasonable wear and tear excepted), at Client’s expense, within thirty (30) days. Upon timely receipt and inspection by CD, the remaining HaaS lease balance for the returned equipment shall be waived.
2. Pay Out the Lease — Client pays the full remaining balance of all HaaS lease payments due through the end of the applicable Lease Term(s), which shall become immediately due and payable.

If Client fails to elect an option or return the Hardware within the thirty (30) day window, the remaining HaaS lease balance shall automatically become due and payable in full. Return and buyout obligations under this section are in addition to, and not in lieu of, the ETF for services described above.

Governing Law; Venue

All questions concerning the validity, interpretation and performance of this Agreement shall be governed by the Laws of the State of Connecticut, without regard to conflicts of laws principles. The parties submit to the exclusive jurisdiction of any state or federal court located within Hartford County, Connecticut.

Dispute Resolution

The parties agree to make reasonable efforts to resolve any dispute prior to pursuing litigation, including escalation to a senior manager of each party with full authority to resolve the dispute. In the event that either party brings a lawsuit for breach of this Agreement, the prevailing party shall be paid its reasonable attorneys’ fees and costs.

Subcontractors

CD may, in its reasonable discretion, use third-party contractors inside or outside the United States to perform any of its obligations hereunder, including migration of Client data, remote monitoring and management, network monitoring, helpdesk services, backup, and hosted infrastructure services.

Relationship between the Parties

CD is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

Severability

In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

Any assignment of these Terms is null and void without the express written consent of CD. CD may assign its rights under these Terms to any successor, assign, or subsidiary.

Waiver

The waiver by either party of any default or breach shall not constitute a waiver of any other or subsequent default or breach.

Force Majeure

Neither party shall be liable for any delay or default in performing hereunder if caused by conditions beyond its control, including acts of God, government restrictions, wars, insurrections, and/or any other cause beyond the reasonable control of the affected party.

Entire Agreement

This Agreement, together with any accepted Service Quote(s), constitutes the complete agreement between the parties and supersedes all previous agreements, proposals, or representations, written or oral, concerning the subject matter thereof. In the event of a material conflict between these Terms and a Service Quote, the Service Quote shall govern. Any terms and conditions sent by email or other communication from Client shall be null and void and superseded in full by the terms of this Agreement.

Survival

All terms and provisions of this Agreement which by their nature should survive termination shall so survive, including without limitation: Confidentiality, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.

No Presumption

The parties acknowledge that this Agreement is the product of negotiation between the parties and that the identity of the party who prepared this Agreement shall in no way create a presumption that the language hereof is to be construed against such party.

Hardware-as-a-Service (HaaS) Terms

These HaaS Terms supplement this Agreement and apply to the provision of hardware equipment under a leasing structure. In the event of a conflict between these HaaS Terms and the general Terms, these HaaS Terms shall control for the subject matter herein.

1. Hardware Provision and Ownership

CD shall lease to Client the hardware equipment described in the applicable Sales Order (“Hardware”) for the duration of the Lease Term. All Hardware shall remain the sole property of CD throughout the Lease Term. Upon completion of the Lease Term, provided Client is not in material breach, Client shall have the option to purchase the Hardware for a one dollar ($1.00) buyout within thirty (30) days of the end of the Lease Term.

2. Warranty and Maintenance

CD warrants that the Hardware shall remain under active CD warranty for the entirety of the Lease Term. CD shall, at its own expense, repair or replace Hardware components that fail under normal use, excluding issues arising from misuse, negligence, or unauthorized modification. All warranty claims must be submitted in writing.

3. Payment Terms

HaaS payments are due in advance of service. Contract clients must use CD’s ACH system as required under the ACH Payments section. Hardware is considered a Service for the purposes of invoicing and payment enforcement under this Agreement.

4. Use and Care Obligations

Client agrees to use the Hardware solely for internal business operations and in accordance with manufacturer guidelines. Hardware may not be resold, subleased, or relocated without CD’s prior written consent.

5. Return or Buyout Conditions

If Client declines the $1.00 buyout, it shall return the Hardware to CD, at Client’s expense, within thirty (30) days of Lease Term expiration in good working condition (reasonable wear and tear excepted). Failure to return Hardware in a timely manner may result in continued billing and additional charges.

6. Default and Termination

Failure to make timely HaaS payments shall be considered a material breach. CD may suspend HaaS services and/or repossess Hardware in accordance with the Termination and Payment sections of this Agreement. Upon early termination for cause by CD, all remaining unpaid lease fees shall become immediately due and payable.

We reserve the right to cancel orders arising from errors, inaccuracies, or omissions. By accepting any Quote you agree to the terms and conditions herein.