GENERAL
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 Next Legacy, LLC the following words have the following meanings:
Business Hours means 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding U.S. public holidays.
After Hours means any time outside of Business Hours, including weekends and U.S. public holidays.
Client, You or Your means a person who seeks or obtains a quote for, or who orders, any Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to an order, a person who places an order, and a person on whose behalf an Order is placed, and in any case each of their heirs, successors and assigns.
Conditions means these terms and conditions.
Goods means any goods and/or services sourced by Us or provided by Us in connection with such goods and/or services including computer hardware and Software and any goods or services provided in connection with them.
Sales Tax means any applicable state or local sales tax imposed under the laws of the United States, including the State of Indiana, in connection with the provision of goods or services under this Agreement.
Order means any order requested by You to Us for Goods or Services in any form.
Quote means a quote provided to You by Us.
Period means a particular number of half-days, days, weeks, fortnights, months, or any other period, as agreed between Us and You as the period during which some Services will be provided.
Plan means any arrangement between Us and You for Services (including unlimited support) and/or the provision of Goods under an arrangement in connection with Work agreed to be done or progressed for You or any other person at Your request, including as set out in a Plan Schedule.
Plan Schedule means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in Our absolute discretion without notice to You.
Public Holidays means any day designated as a public holiday by the United States federal government or the State of Indiana.
Rates means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rate Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and any monies payable to Us on a quantum meruit basis for work performed.
Rate Schedule means the schedule of rates, charges and conditions for the services of Us as set, and as may be varied, by Us from time to time in Our absolute discretion without notice to You.
Reasonable Assistance Limits has the meaning in clause 17.2.
Return/Cancellation Fee means a fee charged under clause 12.5 to cover administration costs in processing returns or cancellations.
Service request means a request for service such as adds, moves, changes and technical assistance.
Services means the provision of any services by Us including Work, advice and recommendations.
Software includes software and any installation, update, associated software and any services related to them.
Us, Our or We means Next Legacy, LLC and its heirs, successors and assigns.
Work means anything We do, provide, customise, produce or acquire for You, including testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting.
In these Conditions, unless the contrary intention appears: words denoting the singular include the plural and vice versa; any gender includes every other gender; references to any Act include amendments; headings and bold text are for convenience and do not affect interpretation; all references to dollars ($) are to U.S. Dollars; time is Central Time (U.S.) unless specified otherwise; references to individuals include corporations, partnerships, etc.; references to exhibits, schedules, etc. are to those of these Conditions; defined terms have corresponding grammatical forms; “includes” means without limitation; “will” imports a condition not a warranty; bankruptcy or winding up includes similar insolvency events.
2. APPLICATIONS OF THESE CONDITIONS
Unless otherwise agreed by Us in writing, these Conditions are incorporated into and prevail over any Quote, Order, Plan, contract or other arrangement for Goods or Services by Us to You. The invalidity of any provision does not affect the remainder.
3. COMMITMENT TERM
3.1 The minimum term for the service is outlined in Our Quote, beginning the first of the month after the Quote approval.
3.2 After the Committed Term expires, it automatically renews for the same period and continues indefinitely, unless You terminate under clause 4.
4. TERMINATION
4.1 Either party may terminate this agreement upon 60 day’s written notice.
5. REPRESENTATIONS
5.1 You acknowledge that no employee or agent of Ours may make any representation or warranty beyond these Conditions.
6. NOTICES
6.1 Notices under these Conditions must be in writing and sent by email to last notified addresses.
7. GOVERNING LAW
7.1 These Conditions are governed by the laws of Indiana and the parties submit to its non-exclusive jurisdiction.
8. ASSIGNMENT
8.1 You may not assign rights or obligations without Our prior written consent.
9. VARIATION OF THESE TERMS AND CONDITIONS
9.1 We may vary these Conditions by publishing on Our website; Your continued use constitutes acceptance. We will notify You of any changes and You will have 60 days upon notice to dispute changes.
GOODS AND SERVICES
10. QUOTES
10.1 Quotes are valid for 7 days unless specified. A Quote is an invitation to order and not binding until confirmed by both parties.
10.2 Once confirmed, the quote price is final unless You request changes. We may adjust for supply fluctuations.
10.3 Freight charges apply unless stated. ETA is an estimate. Restocking fees may apply for cancellations.
10.4 Quotes and estimates interpret original specifications based on current costs. Changes requested later will be charged at prevailing rates.
10.5 A confirmed Quote becomes final upon both parties’ agreement of last changes.
10.6 Once confirmed and converted to an Order, normal Terms and Conditions of Sale apply.
10.7 Standard turnaround for Quotes is 24 hours unless urgent.
10.8 Special discounts exclude other promotions.
10.9 We may update prices and products for supply fluctuations outside our control.
10.10 Non-stocked product prices are estimates until Order conversion.
10.11 Expired Quotes may be canceled without notice.
10.12 ETA is vendor-provided estimate only.
10.13 Freight charges are estimates.
10.14 We order stock on client receipt; restocking fees may apply.
10.15 Prices based on total Quote purchase.
10.16 Manufacturer warranties apply unless otherwise specified.
10.17 We may vary or withdraw Quotes at any time without notice.
11. ORDERS
11.1 Orders require completed forms or electronic approval with full details.
11.2 Email or web orders are deemed authorized and valid.
11.3 We may rely on apparent validity and authorization.
11.4 Orders take effect upon written acceptance and clear payment.
11.5 No obligation to deliver until clear funds are received.
11.6 We may conduct credit checks with Your consent.
11.7 Order cancellation requires our written agreement; manufacturer dispatch often same day.
11.8 You agree to follow our processes and procedures.
12. PRICING AND RATES
12.1 All rates and amounts exclude Tax unless stated otherwise.
12.2 You must pay at the applicable Rates and Rate Schedule.
12.3 We reserve the right to vary Rates and Rate Schedule without notice.
12.4 Call-out fees may apply depending on location.
12.5 Return/Cancellation Fee covers administration costs and may be deducted from refunds.
12.6 You must reimburse out-of-pocket expenses upon demand.
12.7 We may charge Goods and Services separately or combined.
12.8 Time-based charges billed in full increments.
12.9 We may vary Rates for underlying cost changes.
12.10 Pre-Paid Service Blocks must be paid in advance and are non-refundable and non-rollover.
13. SERVICES AND PLANS
13.1 We may withdraw or vary Services and Plans at Our discretion.
13.2 Copies of current Rate Schedule and Plan Schedules available on request.
14. CONTRACTING
14.1 We may subcontract Services but retain prime responsibility under these terms.
15. DELIVERY, TITLE AND RISK
15.1 We endeavour to dispatch Goods by due date but are not liable for delays beyond Our control.
15.2 You must be available during Business Hours to accept delivery.
15.3 Risk passes on delivery to Your address; title remains with Us until full payment.
15.4 You must insure Goods from delivery.
15.5 Until full payment: title remains with Us; You hold Goods as fiduciary bailee; Goods must be kept separate; proceeds of unauthorized sale held on trust; We may repossess Goods; You appoint Us as agent for repossession.
16. RETURNS AND CLAIMS FOR GOODS AND SERVICES
16.1 Goods subject to manufacturer’s return and claims policies; You indemnify Us against manufacturer defaults.
16.2 Customised or special items not returnable.
16.3 Inspect Goods upon delivery; notify Us within 7 days for returns or claims.
16.4 Returned Goods must be unopened and in original condition unless faulty or misdescribed.
16.5 You bear return costs unless covered by manufacturer.
16.6 You indemnify Us for use or resale of returned or customized Goods.
17. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE
17.1 Services may involve trial and error; You indemnify Us for such work.
17.2 Reasonable Assistance Limits apply; additional work billed at Rates.
17.3 You accept responsibility for decisions on recommendations, purchases and fitness for purpose, and indemnify Us against consequences.
17.4 You agree to follow our testing procedures and instructions.
18. FORCE MAJEURE
18.1 Either party may suspend or terminate affected services, as provided under Section 18.3, without penalty, if a Force Majeure Event (such as arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to property or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or similar incidents) makes performance impracticable or impossible. Affected parties must notify the other party promptly and take reasonable steps to mitigate the impact.
18.2 Neither party shall be held liable for delays or failures resulting from such events, provided those events were unforeseeable and not caused by negligence. Third-party service interruptions beyond either party’s control (e.g., major internet backbone outages or upstream platform failures) are also covered under this clause.
18.3 If a Force Majeure Event persists for more than 30 consecutive days after notice of the force majeure event, either party may request a good-faith discussion to renegotiate service terms, suspend billing for non-delivered services, or terminate the affected scope without further obligation.
19. PRODUCT SPECIFICATIONS
19.1 We may supply alternate Goods with minor manufacturer-driven changes.
19.2 If ordered Goods become unavailable, we may supply equal or superior substitutes at no higher price.
20. WARRANTIES
20.1 You rely on manufacturer’s warranties and deal directly with them.
20.2 You indemnify Us against manufacturer’s performance or default.
21. LIABILITY
21.1 Exclusion of implied warranties to the maximum extent permitted by law.
21.2 You indemnify Us for program or data loss; You are responsible for backups.
21.3 You indemnify Us against indirect or consequential losses.
21.4 You indemnify Us for failure to meet delivery dates or suspension of Services.
21.5 General limit on liability for any loss or damage arising from Goods, Services, Terms, website use or other acts.
21.6 Where liability cannot be excluded, Our remedy is limited to replacement, repair or reimbursement.
21.7 Nothing excludes non-excludable statutory rights.
21.8 Severance of unlawful provisions without affecting the rest.
21.9 Backup-Specific Liability
If You have an active Service Agreement with Us that includes managed backup (e.g., endpoint, server, or cloud-based backups under CORE.IT or equivalent), We accept responsibility for the performance, monitoring, and restoration capability of those backup services as outlined in Your service plan. This clause supersedes clause 21.2 with respect to data protected by those services. You remain responsible for notifying Us of any material changes to data coverage expectations or scope.
22. ERRORS AND OMISSIONS
22.1 We make every effort to ensure prices and descriptions are correct. In case of error or omission, We may rescind the contract and refund any payments.
OUR RESPONSIBILITIES
23. PRIVACY STATEMENTS AND YOUR RIGHTS
23.1 We collect and use your company’s information, excluding PHI, solely for the purpose of preparing quotes, processing orders, and delivering services (“Authorized Purposes”), including facilitating the procurement and management of third-party services on your behalf.
23.2 You must provide information for Authorized Purposes.
23.3 We may disclose Your information to fulfill Quotes, Orders or acquire Goods/Services on Your behalf.
23.4 We will not disclose Your personal information without consent unless authorized by law.
23.5 Your personal information is held at Our principal place of business; You may request access or correction.
23.6 You accept responsibility for providing correct information.
24. INSURANCE COVERAGE
24.1 We maintain commercial general liability insurance for personal injury and property damage with a general aggregate of $2,000,000. Certificates available upon request. You will be added as an additional insured after agreement has been executed.
YOUR RESPONSIBILITIES
25. LOGGING OF SERVICE REQUESTS
25.1 You must log service requests only by:
- Phone: (219) 786-3676
- Email: help@nextlegacy.it
Include a short description, screenshots, your name, company and contact details. Do not log directly with technicians.
26. ACCESS TO SYSTEMS, SITES AND PEOPLE
26.1 You agree to grant access to equipment, people and sites as required.
26.2 You agree to install remote-access software for monitoring and support.
27. THIRD PARTY AUTHORIZATIONS
27.1 You must authorize Us to deal with third-party providers (e.g., internet) on Your behalf as addressed in Appendix E of Master Service Agreement.
28. PAYMENT, LATE PAYMENT AND DEFAULT
28.1 Invoices are due within the terms stated, payable by cash, check, direct deposit.
28.2 We may suspend or discontinue Services if payment is more than 30 days late.
28.3 All legal and collection costs to recover late payments are payable by You; all sums due become immediately payable on default.
28.4 Interest is charged daily at the maximum rate allowed by law from the due date until paid.
28.5 Payments apply first to recovery costs, then interest, then oldest debts.
28.6 Missed repayment arrangements may lead to suspension of Services.
28.7 We reserve all other legal remedies as allowed by law.
29. SOFTWARE
29.1 You are responsible for maintaining valid licenses for all software used in your environment. For software not procured by Us, you must notify Us in writing and provide license documentation so we can accurately document and support it. If we procure the software, we will manage the licensing records on Your behalf. You agree to indemnify and hold us harmless from any claims arising from unauthorized or unlicensed software use.
29.2 Unless otherwise agreed in writing, all intellectual property rights in any custom-developed software, scripts, or tools created by Us remain the exclusive property of Us. You are granted a non-exclusive, non-transferable license to use such materials solely in connection with the services We provide under this agreement.
30. COPYRIGHT AND CONFIDENTIALITY
30.1 You are responsible for maintaining valid licenses for all software used in your environment. For software not procured by Us, you must notify Us in writing and provide license documentation so we can accurately document and support it. If we procure the software, we will manage the licensing records on Your behalf. You and Us mutually agree to indemnify, defend and hold the other harmless from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of, or resulting from any claims arising from the other’s unauthorized or unlicensed software use.
30.2 All intellectual property rights in Work created by Us remain with Us unless agreed otherwise.
30.3 Both parties must take commercially reasonable steps to keep confidential information secure and not disclose it except as permitted by law or written consent.
