Legal Terms - Computer Central

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 Computer Central, the following words have the following meanings:

After Hours: From 5:00 PM – 9:00 AM Monday through Friday, and all-day Saturday and Sunday, and all Public US Holidays.
Business Hours: Monday through Friday, 9:00 AM – 5:00 PM.
Client / You / Your: A person who seeks or obtains a quote for, or who orders, Goods or Services from Us, including each of their heirs, successors and assigns.
Conditions: These terms and conditions.
Goods: Any goods and/or services sourced or provided by Us, including computer hardware and Software and any goods or services provided in connection with any of those things.
Order: Any order requested by You to Us for Goods or Services in any form.
Quote: A quote provided to You by Us.
Period: A particular number of half-days, days, weeks, fortnights, months, or other period agreed between Us and You during which Services will be provided.
Plan: Any arrangement between Us and You for Services (including unlimited support) and/or the provision of Goods under an arrangement for Work agreed to be done on behalf of You.
Plan Schedule: 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.
Public Holidays: Any day which is a public holiday throughout the USA.
Rates: The hourly rates and other charges for Services (including call-out fees and Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, or contract entered into by Us and You.
Rate Schedule: The schedule of rates, charges and conditions for Our services as set, and as may be varied, by Us from time to time without notice to You.
Reasonable Assistance Limits: Has the meaning set out in clause 17.2.
Return/Cancellation Fee: A fee charged pursuant to clause 12.5 as set by Us from time to time.
Service Request: A request for service such as adds, moves, changes and technical assistance.
Services: The provision of any services by Us including Work, advice and recommendations.
Software: Software and any installation, update, associated software and any services provided in connection with any of these things.
Us / Our / We: Computer Central FL LLC and its heirs, successors, and assigns.
Work: Anything We may do, provide, customise, produce or acquire, whether or not in connection with You or Your use or benefit, including testing, troubleshooting, installation, configuration, consulting, scoping, planning, documenting and quoting.

Unless the contrary intention appears:

Words denoting the singular shall include the plural and vice versa.
Reference to any gender shall include every other gender.
Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force.
Headings and bold text are for convenience only and do not affect interpretation.
All references to dollars ($) are to US Dollars.
A reference to time is to Eastern Standard Time.
A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government.
A reference to includes means includes without limitation.
A reference to will imports a condition, not a warranty.
A reference to bankruptcy or winding up includes liquidation, dissolution, becoming insolvent, or any analogous condition under applicable law.

2 Application of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and applicable to every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You, and will prevail over any inconsistent terms.

The invalidity or unenforceability of any provision of this Agreement will not invalidate or render unenforceable the remaining provisions.

3 Commitment Term

The minimum term for which You acquire the service is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
After expiration of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated as specified in your Service Agreement.

4 Termination

This Agreement may be terminated by You upon ninety (90) days written notice if We:

Fail to fulfil in any material respect Our obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
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.
Terminate or suspend Our business operations, unless succeeded by a permitted assignee.

This Agreement may also be terminated by Us upon ninety (90) days written notice to You.

If either party terminates this Agreement, We will assist You in the orderly termination of services, including timely transfer to another designated provider. You agree to pay Us for such assistance at Our normal rates as outlined in the current Rate Schedule.

Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all remaining payments up until the end of that commitment term.

5 Representations

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 as may be contained in these Conditions.

6 Notices

Any notices given under these Conditions shall be in writing and sent by e-mail to the last notified e-mail address of the relevant party.

7 Governing Law

These Conditions shall be governed by and construed in accordance with the laws of Florida, and the parties submit to the non-exclusive jurisdiction of the Courts of Florida.

8 Assignment

You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

9 Variation of These Terms & Conditions

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation.

10 Quotes

Validity: Quotes are valid for 7 days unless otherwise specified. A Quote is merely an invitation to place an Order and does not create a binding contract upon acceptance.
Once a quote is confirmed by both parties, the prices in the quote are confirmed as the final agreed price.
The final price may vary from the original request if there are any price or product changes requested by You.
Quotes are based on costs at the time the quote or estimate is given. Later changes requested by You will be charged at Our prevailing rate.
Once converted to an Order, the Order is subject to Our normal Terms and Conditions of Sale.
The general minimum turnaround time for a Quote request is usually 24 hours. Urgent requests should be flagged so We can respond accordingly.
When a special price or discount has been applied, no other promotion, discount or bonus offer will be applicable.
Prices on non-stocked products are subject to price and stock fluctuations and can only be confirmed once the Quote is converted to an Order.
Once a Quote has passed its expiry date, We may cancel the quote without notification or approval from You.
ETA information is based on estimates from Our vendors and cannot be held as the actual promised delivery date.
Freight charges will be added to the Order unless otherwise stated.
We do not keep inventory and only order items once We receive a completed Order. A restocking fee may apply to returns or cancellations, subject to distributor approval.
Unless specified, all items on a quote are covered by the manufacturer's warranty covering parts and labour for hardware on a return-to-depot basis.
Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time without prior notice, including where Goods become unavailable or costs increase after the date of the Quote.

11 Orders

Order forms: You may place an Order by providing a completed Order form or by approving the quote electronically via email or a web-based system, including Your full legal name, address, and any applicable Quote number and date.
Approval of Orders: Orders must be signed or duly executed on Your behalf. Orders sent by email or submitted through a web-based system are treated as signed by the person whose name appears as sender or submitter.
Reliance on apparent validity: We may rely on the apparent validity of an Order. A person signing or submitting an Order warrants that they are duly authorised to do so on behalf of the ordering party.
Acceptance and Orders: An Order has no effect unless accepted by Us in writing and until We have received payment in cleared funds for the Order and any related freight or delivery costs.
No obligation to deliver: We are not obliged to deliver any Order until We have received payment in cleared funds, and We may decline to complete an Order for any reason, provided We refund any payment made by You in respect of that Order.
Credit checks: You consent to Us undertaking a credit reference check for the purpose of ascertaining Your credit standing or history when considering extending credit or payment terms.
Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing. We cannot cancel an Order once the supplier has dispatched the relevant Goods, which often occurs the same day as the Order is placed by Us.
Processes and Procedures: You agree to co-operate with Our service processes and procedures as advised from time to time.

12 Pricing and Rates

Rates exclude Tax: All rates and amounts charged or quoted are exclusive of Tax and any other applicable taxes or government charges unless otherwise stated in writing.
Rate Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and Rate Schedule as applicable from time to time.
Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to time in Our absolute discretion and without notice (subject to any fixed pricing for specific periods in any Plan).
Call-out fees: Call-out fees may be charged in addition to the Rates at Our absolute discretion, and the amount will depend upon where the Services are provided.
Return/Cancellation Fee: Where We arrange a return or refund, or where an Order is cancelled after acceptance by Us, We may charge a Return/Cancellation fee to cover administration costs.
Expenses: You must pay any out-of-pocket expenses incurred by Us in providing Services, including travel, accommodation, and related expenses. We will obtain prior written authorisation where appropriate before such expenses are incurred.
Calculation of increments: Where a charge is calculated based on time increments, We will charge the applicable rate for the whole increment even if work is performed during only part of that increment.
Change in underlying costs: We may vary Our Rates where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services.
Pre-Paid Blocks of Service: Where You agree to purchase Pre-Paid Blocks of Service, payment must be made in advance. Services included in a Pre-Paid Block cannot be rolled over into any subsequent Period, and We are not liable to refund for unused Services within that Period.

13 Services and Plans

Service and Plan Variations: We may withdraw, vary, or add to the Services and Plans referred to in the Rates Schedule from time to time in Our absolute discretion and without notice.
Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for each Plan and are available to participating Clients.

14 Contracting

We may subcontract any or all Services to be performed but shall retain prime responsibility for the Services under these terms.

15 Delivery, Title and Risk

Delivery liability: We will use all reasonable endeavours to dispatch Goods by the due date but do not accept liability for non-delivery or failure to deliver on time where caused by circumstances beyond Our reasonable control.
Availability to accept delivery: You must be available to accept Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
Passing of Risk: Delivery is deemed to take place when Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage pass to You.
Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery.
Retention of Title: Until We receive full payment in cleared funds for all amounts due: title to Goods remains vested in Us; You must hold those Goods as fiduciary agent for Us; You must keep Goods separate from other goods and maintain their labelling and packaging intact; and We may enter any premises to repossess those Goods without prior notice. You hereby irrevocably authorise Us as Your attorney to do so.

16 Returns and Claims for Goods and Services

General Returns Policy: We supply Goods subject to all applicable conditions, including the returns and claims policies of any relevant manufacturer or supplier.
Customised Goods not returnable: Goods that have any element of customisation for You, are sourced overseas, or are not readily returnable to the manufacturer or supplier may not be returned or cancelled.
Duty to inspect: You will inspect all Goods immediately upon delivery. Within 7 days of delivery You must give written notice to Us of any defect or discrepancy. If no such notice is given, You will be deemed to have accepted the Goods.
Return Condition: Where You are entitled to return Goods, they must be returned in their original, unopened condition (except where opening reveals a defect or mismatch).
Return costs: You will pay all costs incurred by Us in arranging the return of Goods to a manufacturer or supplier unless that manufacturer or supplier covers such costs.
Consequences of use or resale: You indemnify and hold Us harmless in respect of all claims in respect of Goods once such Goods have been used, installed, customised, or re-sold by You.

17 Computer Utility, Functionality and Fitness for Purpose

Service limitations: You acknowledge that the Services may involve trial and error applied in novel or unknown circumstances. Services may include tests, troubleshooting, advice, and recommendations that may prove incorrect or inappropriate. You will indemnify and hold Us harmless in the provision of Our Services to You.
Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances. Reasonable assistance is normally limited to work done during Business Hours over a period of time not exceeding any period We have estimated the Work will take.
Recommendations and fitness for purpose: We may recommend Goods provided by third parties. 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., compatibility, third-party support). You acknowledge:
- Goods may fail to meet Your expectations or not be fit for all purposes sought for reasons outside Our control.
- Customisation to achieve fitness for purpose may be a substantial project.
- You accept sole responsibility for decisions as to whether to follow Our recommendations or purchase Goods.
- Where We provide Services with a view to achieving Your purposes, You must pay for those Services on time whether or not We are able to achieve those purposes, provided We have acted in good faith.
Testing Procedures: You will follow Our instructions regarding testing or troubleshooting. If initial steps do not resolve outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable towards their resolution.

18 Force Majeure

If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order or cease to provide the Services by written notice to You.
We will not be liable for any breach of contract due to any matter beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention by public authority, explosion or accident.

19 Product Specifications

Alterations to Specifications: We make every effort to supply Goods in accordance with the Order. However, We may supply alternate Goods subject to minor variations in dimensions and specifications where these are changed by the manufacturer after the Order date and before delivery.
Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality, provided that You will not pay a higher price than the price quoted or otherwise agreed for the original Goods.

20 Warranties

Reliance on Manufacturer's Warranty: You will rely on warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal directly with the manufacturer for all claims covered by such warranties.
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. This includes any damages arising from any breach by the manufacturer of manufacturer warranties.

21 Liability

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 Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
No liability for program or data loss: You indemnify and hold Us harmless in respect of any claim for any program or data loss or damage arising directly or indirectly from the supply of the Goods or Services by Us to You. You are solely responsible for backing up Your programs and data.
Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, however caused, including loss of turnover, profits, business or goodwill.
Limit on damage from a failure in supply: You indemnify and hold Us harmless for any claim for loss or damage where We have failed to meet any delivery date or cancelled or suspended the supply of Goods or Services.
General limit on liability: Except as otherwise expressly stated, We are not liable for any loss or damage of any kind however caused in connection with: Goods or Services provided; these Terms; Your use of Our website; non-availability of Goods or Services; any act or omission of Ours; or for any other reason.
Limitation options: Where legislation implies a condition or warranty that cannot be excluded but can be limited, Our liability for any breach is limited to: replacing the Goods; repairing the Goods; paying the cost of replacing or repairing the Goods; or paying the cost of acquiring equivalent Goods or Services — at Our election.
Laws still apply: Nothing in these Conditions excludes, restricts or modifies the application of any State or Federal legislation applicable to the supply of Goods or Services which cannot be excluded, restricted or modified.
Severance: If any provision of these Conditions is unlawful, invalid or unenforceable, it may be severed without prejudice to the validity and enforceability of the remaining provisions.

22 Errors and Omissions

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. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

23 Privacy Statements and Your Rights

We collect Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to You (Authorised Purposes), and may retain and use it for any such purposes.
You are required to provide Your personal information to Us for Authorised Purposes.
We may disclose Your personal information to third parties for the purposes of fulfilling Quotes, Orders and Work, verifying the information You provide, or contacting providers on Your behalf.
We will not otherwise disclose Your personal information without Your consent unless authorised by law.
Your personal information will be held by Us at Our Principal Place of Business. You can contact Us to request access or correction of Your information.
We rely on You to submit correct information. You accept that You may incur additional expenses if You submit incorrect information.

24 Our Website

We make no representations or warranties in relation to information available on Our website, including that:

the information on Our website is complete or correct;
Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and
We endorse any internet site linked to Our website or any third-party products or services referred to on Our website.

25 Insurance Coverage

We will maintain, at Our own expense, commercial general liability insurance for personal injury and property damage with 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.

26 Lodging of Service Requests

For Us to provide You with the agreed Service, You agree to follow Our process for lodging Service Requests as outlined in Appendix A.

27 Access to Systems, Sites and People

To provide You with the agreed Service, You agree to give Us access to various items including but not limited to equipment, people, and sites as and when required.
You agree to allow Us to install software on Your equipment that allows Our technicians to access Your systems at any time for viewing system statuses, sending monitoring information, seeing users' desktops, and controlling Your PCs. This may require that devices are left on overnight or on weekends.

28 Third-Party Authorisations

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 authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We can deal freely with these providers.

29 Payment, Late Payment and Default

Payment due date: All invoices are due and payable within the terms stated on the invoice unless otherwise agreed in writing, by cash, check, credit card, or direct deposit.
7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services.
Recoveries: All legal and other costs incurred in connection with the recovery of late payments will be added to the amount due. If You default, moneys which would have become due later shall be immediately due and payable without further notice (collectively, the "Sum Due").
Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, from the due date until paid in full.
Application of funds: Payments will be applied first to costs and collection expenses, secondly to interest due, and thirdly to debts in order from the longest standing to the most recently incurred.
Security: We may require You to provide security over Your property as collateral for any Sum Due or as a condition precedent to the continuation of supply.
Payment arrangements: If a repayment arrangement is entered into and subsequently defaulted on, We may again suspend or discontinue supply without prior notice.
Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held as security for any Sum Due.

30 Non-Solicitation of Clients and Employees

You agree that Our employees are one of Our most valuable assets. Policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).

In the event You violate this provision, You agree to immediately pay Us 100% of the employee's total annual salary as liquidated damages, and We shall have the option to terminate this Agreement without further notice or liability to You. This amount of liquidated damages is reasonably calculated based upon the projected costs to identify, recruit, hire and train suitable replacements.

31 Software

All Software licences are the responsibility of You, not Us. It is Your duty to store all licences for all Software used so that they can be reproduced when required. This includes Software installed by Us.
You indemnify and hold Us harmless against any claim arising directly or indirectly from: any unauthorised Software use by You; any breach of any Software licence in respect of Software provided to Us by You to be installed; any problem, defect, or malfunction associated with any Software supplied by third parties.
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

Warranty and breach: You warrant that any confidential or copyright information or intellectual property 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 regardless of any non-performance by Us on account of such breach.
Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of supplying Services will be the exclusive property of Ours unless otherwise agreed in writing.
Confidential Information: We acknowledge that while providing Services, We may learn certain non-public personal and confidential information relating to You, Your customers, consumers, or employees. We shall regard all such information as confidential.
Both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part of such confidential information to any person or entity, except as permitted in writing by the disclosing party or as required by applicable law.

33 Service Request Submission Process

When you contact us to submit a service request, only the methods below must be used:

Phone: (352) 314-3855
Email: support@computercentralfl.com
Include a short description of the problem and any screenshots of errors to assist in resolution.
If submitting by phone or external email, You must include Your name, company name, and return contact details.
Service requests must not be submitted directly to individual technicians, as this detracts them from resolving the current issue.

34 Service Requests Outside of Our Business Hours

Service requests that must be addressed outside of Business Hours must be submitted by phone (charges apply for after-hours work). If submitted by another method, the Service Request will be viewed on Our next Business Day.