Terms & Conditions
Client’s acceptance of labor and materials supplied by Trusted Network Solutions, Inc. (“TNS”) is subject to the following terms and conditions (collectively, this “Agreement”):
1. Access to Premises. Client will provide TNS access to its premises and otherwise make reasonable accommodation to allow TNS to provide services under this Agreement. Client will secure, at its own cost, any necessary permission, right of entry, license, or other authorization necessary before TNS commences its services. TNS will not be responsible for replacing ceiling tiles, flooring, or wall panels, or painting, plastering or making other repairs to Client’s premises, in connection with services provided under this Agreement.
2. Delays in Performance. Any performance by TNS under this Agreement, including delivery, installation, and system cut-over, will be completed within a reasonable time, unless otherwise specified in this Agreement. Specified delivery or installation dates, if any, are approximate. TNS’s performance is subject to delay caused by acts of God and other causes beyond TNS’s reasonable control. In the event of any such delay, a corresponding equitable adjustment in any dates specified for TNS’s performance will be made. Under no circumstance will TNS be liable for damages (special, consequential, or otherwise) for delays in delivery, installation, or system cut-over. TNS may substitute materials of equal or better quality when specified materials are unavailable.
3. Interconnection with Utility Facilities. TNS’s services are limited to supplying and installing equipment on the Client side of the interface device connecting such equipment to the communication system operated by a local telephone utility. TNS will not be responsible in the event the utility fails to make connection services available on a timely basis, nor will TNS be obligated for any tariff or other charge levied by or through the utility with respect to such services.
4. Disclaimer of Warranties and Limitation of Liability. TNS DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OF ANY PRODUCT OR SERVICE SOLD OR PROVIDED UNDER THIS AGREEMENT; WARRANTIES, IF ANY, ARE THE MANUFACTURERS’ ONLY. IN NO EVENT WILL TNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CLIENT OR ANY THIRD PARTY, IN CONTRACT OR TORT, ARISING OUT OF TNS’S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF TNS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TNS, its agents, and affiliates will not be liable for any damage in excess of the amount paid by Client to TNS under this Agreement, all damages being considered liquidated damages and not a penalty. The parties agree that the amount paid by Client is a reasonable estimate of damages arising out of TNS’s obligations under this Agreement.
5. Payment. Payment of invoiced charges is due within thirty (30) days after invoice date. Interest will accrue on all past due amounts at two percent (2%) per month or the highest rate allowed by law, whichever is lower.
6. Default and Remedies. If Client fails to make any payment when due, breaches any warranty, or otherwise defaults under this Agreement, TNS will be entitled, without further notice, to (a) terminate this Agreement; (b) cancel any pending order and repossess by peaceful means or legal process any product for which TNS has not received payment in full; (c) collect by legal action any amounts owing under this Agreement; (d) recover costs incurred in enforcing this Agreement, including reasonable attorney fees, whether incurred in litigation or otherwise; and (e) pursue any other rights or remedies under this Agreement, at law (including the Utah Uniform Commercial Code), or in equity. The remedies set forth in this Agreement are cumulative.
7. Miscellaneous Provisions. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes all previous or contemporaneous representations or agreements of the parties regarding its subject matter. This Agreement shall be binding upon and shall inure to the benefit of the parties’ respective permitted successors, agents and assigns. No modification of this Agreement shall be valid or binding unless made in writing and signed by both parties. Any waiver of any provision of this Agreement shall be in writing and shall be signed by the party waiving the provision. The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. All notices required to be given under this Agreement shall be in writing and shall be hand delivered, or sent via facsimile or United States mail, postage prepaid, to each party at the addresses set forth on the reverse of this page. Notice shall be deemed to be received upon actual receipt or three (3) days after mailing, whichever occurs first. Each party may designate a different address upon written notice to the other party. This Agreement is made for the exclusive benefit of the parties. No other person or entity shall have any interest under this Agreement or be classified as a third-party beneficiary of this Agreement. TNS may assign this Agreement and subcontract any or all of its services under this Agreement; Client may not assign its rights or obligations under this Agreement without TNS’s prior written consent. This Agreement will be governed by and construed in accordance with the laws of the State of Utah. Client hereby consents to the jurisdiction of the federal and state courts located in the State of Utah, with venue in Salt Lake County, as the sole forum for any litigation arising out of this Agreement. The person signing on the reverse of this page represents that he or she has been duly authorized to sign this Agreement on Client’s behalf.