Terms & Conditions
1. SERVICES TERMS AND CONDITIONS(a) Services to be provided. HHPCS agrees to provide the services specified on the facing page hereof. If so requested by Customer HHPCS may agree to provide additional services, which shall be governed by and subject to these Terms and Conditions.
2. PAYMENTS TERMSService charges shall be invoiced by HHPCS and unless otherwise stated are due and payable on receipt. Any payments not made when due will bear interest at the rate 1.5% per month or any portion of a month (or if less, the highest rate permitted by applicable law) from the date due until the date paid, plus a $75.00 per month late fee. Customer's failure to make timely payment may result, at HHPCS'S discretion, in revocation of credit, delay or cessation of future deliveries and services and/or termination of this Agreement, and HHPCS shall be entitled to exercise any and all remedies available to it at law or in equity. All prices and fees herein set forth are exclusive of sales, use, rental and similar taxes. Customer agrees to be responsible for all federal, state, municipal, and other sales, use and other taxes and fees, however designated, levied on the services and fees contemplated by this Agreement, exclusive, however, of taxes based on the net income of HHPCS. Any check returned unpaid for any reason will be subject to the maximum penalty allowed by law.
3. SITE ACCESSCustomer agrees to provide HHPCS personnel with such physical and remote access to Customer's facilities as is required to perform the services contemplated by this Agreement, and to provide a safe working environment for HHPCS'S employees when on Customer's premises.
4. DISCLAIMERS OF WARRANTIESHHPCS does not make, and hereby disclaims, any and all warranties with respect to the services provided to customer hereunder, including, without limitation, implied warranties of merchantability or fitness for a particular purpose.
5. LIMITATIONS OF LIABILITYHHPCS shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this agreement including but not limited to damages for lost profits, loss of use, lost data or for any damages or sums paid by customer to third parties, even if HHPCS has been advised of possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise. HHPCS shall not be liable under any circumstances for the backup and restoration of customer's software or data files. At all times, customer is responsible for maintaining ongoing backups, and assumes full responsibility for the failure to do so, including any service time to restore when hardware or software fails, whether or not caused by HHPCS. Without limiting the generality of the foregoing, Customer agrees that the liability of HHPCS arising out of or in connection with this agreement shall in no event exceed the lesser of the actual direct damages incurred by customer or a refund of the amount paid for the services giving rise to the liability. HHPCS shall have no liability for any breach of security of client's network or data arising from client's use of or connection to the internet. Customer acknowledges that HHPCS'S pricing of services provided hereunder contemplates the allocation of risk provided for by the disclaimers of warranty and limitations of liability herein set forth.
6. FORCE MAJEUREHHPCS shall not be liable for any delays beyond the reasonable control of HHPCS which affect HHPCS or any of HHPCS'S suppliers, including but not limited to delays caused by unavailability or shortages of products, natural disasters, acts of war, acts or omissions of Customer, fire, strikes, riots, acts of government, unavailability or shortage of materials, labor, fuel or power though normal commercial channels at customary and reasonable rates, damages or destruction at HHPCS'S or Customer's facilities, or transport failure.
7. SEVERABILITYIf any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
8. SERVICE OF PROCESSNotwithstanding any statute or court rule to the contrary, Customer hereby irrevocably waives formal personal service of any and all process, and consents and agrees that any service of process may be made by certified mail, return receipt requested (which Customer may not refuse to accept), to Customer's address shown on this Agreement in accordance with Sec. 2-213(a) of the Illinois Civil Practice Act. Service shall be deemed complete three (3) business days after compliance with this paragraph, and service may be proven to the court by affidavit.
9. VENUEThe exclusive venue of any litigation arising out of this Agreement shall be in the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois.
10. AUTHORITYThe person signing this Agreement for Customer represents that he is authorized by Customer to agree to all of the terms; if that is untrue, then the person signing this Agreement personally agrees to be bound by all of the terms.
11. FUTURE DEALINGSThese Agreement terms shall be deemed continuous, and shall apply to any future orders that Customer places with HHPCS, whether electronically, by telephone, fax, or otherwise.
12. GENERALThis Agreement shall be governed by laws of the State of Illinois. The terms and conditions of this Agreement constitute the entire understanding between the parties relating to the subject matter hereof, and supersede any and prior communications or understandings, written or oral. Terms and conditions set forth on any purchase order or other document submitted by Customer shall have no force or effect. This Agreement may be amended only in writing signed by both of the parties hereto. This Agreement may not be assigned by Customer without the prior written consent of HHPCS thereto, and any purported assignment made without such consent shall be null and void. Any waiver by HHPCS of any breach of or default by Customer hereunder shall be not constitute a waiver of any other terms and conditions or of any other breach of defaults hereunder. In the event of Customer's breach of any of the terms hereof, Customer shall reimburse HHPCS for all costs, including reasonable attorney's fees, incurred by HHPCS as a result thereof.
13. RESPONSIBILITIESI agree to release the equipment on facing page to HHPCS for evaluation and/or repairs.