Terms and Conditions

Last Updated: January 8, 2025

OVERVIEW: These Terms and Conditions (“Agreement”) are binding and enforceable between the Client and the PDI group entity (“PDI”) identified as the Service Provider on Client’s Order and are effective as of the date listed on Client’s Order. All Services will be expressly identified in the Order, or other ordering document that (a) is signed by the Client. Each Order is subject to the terms of, and is deemed incorporated into, this Agreement. Approval of the scope of Service(s), and specifications, conditions, and prices shall be considered as satisfactory and hereby accepted upon signature of the Client’s Order. Approval of Client’s Order provides PDI verification to begin services.

  1. CLIENT COMMITMENTS:
    1. Access to Client’s Computer Systems: Client shall provide specific and detailed information concerning, and reasonable access to, Client’s computer systems, documentation, and networks as needed to perform and deliver the Services.
    2. Full Cooperation: Client shall provide all information, access and full, good faith cooperation reasonably necessary to deliver and provide the Services. In the event Client fails to comply with the foregoing, PDI shall be relieved of its obligations hereunder to the extent such obligations are dependent on Client’s performance of its obligations. In such an event, Client’s payment obligations are still in full force and effect. In the event that breach of Client’s commitments herein prevents the installation of Services and over thirty (30) days has elapsed since contract sign date; billing for such Services will commence on that day.
    3. Hardware: If PDI provides Client with the use of any hardware incorporated in the Services (“Hardware”), Client shall return such Hardware to PDI at 3155 Dallavo Ct. Commerce MI, 48390. If such Hardware is not returned, Client agrees to pay applicable replacement costs and will be invoiced accordingly. Hardware is shipped F.O.B. shipping point.
  2. TERM AND TERMINATION:
    1. Term. The term of this Agreement commences on the install date of service and continues for the stated term of Client’s Order (the “Initial Term”). The term of this Agreement shall continue thereafter for one-year renewal terms (the initial term and each renewal term, a “Term”) unless either party, at least thirty (30) days prior to the end of the then-current Term, notifies the other party that this Agreement shall expire at the end of such Term. Service termination must be submitted via signed hard copy communication to PDI at 3155 Dallavo Ct. Commerce MI, 48390, 30 days prior to Agreement expiration date.
    2. Payment in the Event of Early Termination: In the event of any early termination of this Agreement by Client, Client agrees and acknowledges that Client shall be responsible for payment of the entire balance of the then current term and any expenses incurred in accordance with disconnection and retrieval of hardware as applicable. Client’s obligation to pay for the entire balance of the term of the Service is absolute and unconditional and is not subject to reduction or setoff.
  3. WARRANTY AND DISCLAIMER: PDI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL SUCH OTHER WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL STATUTORY WARRANTIES AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, AND NON-INFRINGEMENT). This no warranty expressly includes any reimbursement for losses of income due to disruption of service by PDI beyond the fees paid by Client to PDI for services. No credits will be issued exceeding what has been billed and received by PDI. PDI authorizes no third person or party to assume any warranty obligation of liability on PDI ‘s behalf. The only warranties applicable to the Hardware are those extended by the respective manufacturer.
  4. LIMITATION OF LIABILITY: In no event shall PDI be liable to Client for special, incidental, or consequential damages, losses, or expenses. UNDER NO CIRCUMSTANCES WILL THE PDI GROUP’S TOTAL LIABILITY OF ALL KINDS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THE ORDER FORM WITH RESPECT TO WHICH THE LIABILITY AROSE DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION AND SUCH AMOUNT BEING INTENDED AS A CUMULATIVE AGGREGATE CAP AND NOT PER INCIDENT).
  5. ADDITIONAL TERMS AND CONDITIONS:
    1. Services: During the Term of this Agreement PDI shall provide to Client certain managed network and security services as provided in Client’s Order which may include but not limited to: (i) onsite time to initiate service; and (ii) network and information security consultation and implementation (iii) Network transport and/or internet access services.
    2. Prices: Sales to Client are made at the prices in effect at the time of Order unless delivery is specifically delayed by Client.
    3. Sales and Similar Taxes: PDI’s prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of the Hardware hereunder shall be added to the invoice by PDI and paid by Client or, in lieu thereof, Client shall furnish PDI with such tax exemption certificate(s) as the taxing authorities may require.
    4. Errors: Stenographic and/or clerical errors may occur from time to time in the catalogs, price schedules, program bulletins and announcements, order paperwork, and other documents developed and distributed by PDI in connection with the marketing of Hardware. All such errors are subject to correction by PDI.
    5. Right of Set-Off: In addition to any right of set-off provided by law, all monies and accounts due Client hereunder shall be considered net of indebtedness of Client to PDI, arising from whatever cause, and PDI has the right to deduct any amounts due or to become due hereunder from Client to PDI from any sums on accounts due or to become due for whatever cause, from PDI to Client.
    6. Notice of Defect: In the event Hardware as supplied hereunder is claimed to be defective, any claims must be made within 30 days after Client ‘s receipt. PDI shall be given ample opportunity to inspect the Hardware. PDI shall have the option of replacing defective Hardware or crediting Client ‘s account with the purchase price thereof. Such replacement or credit shall be Client ‘s sole and exclusive remedy against PDI for defective Hardware; without limiting the generality of the foregoing, it is agreed that PDI shall not be liable for any transportation, fabrication, installation, or other expenses incurred by Client in connection with defective Hardware.
    7. Force Majeure: Neither party shall be liable for any default or delay in performance of its obligations hereunder (excluding any obligation to make timely payments as provided hereunder) to the extent the same is attributable to events beyond the reasonable control of such party, including, without limitation, acts of God, acts of public enemies, civil commotions, embargoes, epidemics, quarantine restrictions, floods, fires, earthquakes, unusually severe weather conditions, strikes, labor disputes, accidents, mechanical breakdowns and governmental actions.
    8. General: When confirmed by PDI, this Agreement shall become the entire agreement between PDI and Client, and a complete allocation of risks between them, relating to Client ‘s acquisition of the Hardware and Services for the . This agreement supersedes all prior understanding and agreements between the parties relating to the subject matter hereof and may be supplemented or amended except expressly in writing signed by the party to be charged therewith. Client may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of PDI. This agreement shall be governed in all respects by the laws of the State of Texas. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts of Dallas County, Texas in connection with any action arising out of or in connection with this Agreement.