Terms and Conditions

Palmetto Technology Group, Inc. 

TERMS AND CONDITIONS   

 

The following terms and conditions govern the products, subscriptions and/or services to you.   

 
1. Palmetto Technology Group, Inc. (“PTG”) offered to provide you with Products and/or Services by means of a written or electronic document issued by PTG and designated as a “Quote” and/or by means of PTG’s online store. Unless a different period of time is specified, prices in a Quote expire thirty days from the date of the Quote or sooner if PTG notifies you before your acceptance. These Terms and Conditions and the Quote accepted by you will collectively constitute the “Contract Documents” (and in the event of any conflict, these Terms and Conditions will prevail) governing the sale, lease or license of Products and/or Services. You will be deemed to have accepted the provisions of the Contract Documents, including these Terms and Conditions, by manifesting your acceptance by any of the following: (a) by acknowledging electronically by clicking that you accept these Terms and Conditions; (b) sending to PTG a written acknowledgement of the Quote (which may be via email); (c) placing a purchase order or giving instructions to PTG with respect to the sale, license or lease of the Products and/or Services described in the Quote; or (d) payment for the Products and/or Services. You will be deemed to have received these Terms and Conditions if we have notified you where they can be accessed via the Internet or other reasonable means. If you attempt to accept a Quote after it has expired, PTG may accept your offer to be bound by the Quote by commencing the provision of the Products and/or Services or other reasonable means, but any acceptance by PTG is expressly conditioned upon these Terms and Conditions forming a part of the Contract Documents. These Terms and Conditions along with the Quote shall be the exclusive contractual documents and terms. No term shall be included, excluded or modified except by mutual agreement signed by both you and PTG, and any terms contained in any purchase order or other document issued by you are expressly rejected. 
  
2. Defined Terms. “Products” means Hardware, Software or a subscription to Microsoft Online Services described in the Quote. Unless expressly set forth in the Quote, you are responsible for providing adequate Hardware, Software and Network Services for use of the Products. PTG makes no warranties or representations that the Products are compatible with your Hardware, Software or Network Services.   
“Hardware” means computer hardware, related devices and other accessories, including embedded components other than Software.   
“Software” means any software, library, utility, tool or other computer or program code in binary form. Software and/or subscriptions to Microsoft Online Services provided by PTG or third parties is licensed (and not sold) to you, and subject to the provisions of the license agreement with the owner of such Software or subscription services. Software and/or subscription service licenses based on the number of users may be increased or decreased by you, but will be subject to additional fees, including cancelation fees if you decrease the number. You will be responsible for installing any updates to Software unless you have agreed to pay for a Service from PTG that provides for the installation of updates. 

“Services” means support services, management services or other services performed by PTG’s personnel.  Services may be on a one-time or periodic recurring basis, as set forth in the Quote.  The scope of a Service and our obligations related to a Service are as set forth in the proposal delivered by PTG, or if not in a proposal, as set forth on PTG’s website from time to time. 

“Quote” means the Quote or similarly worded document from PTG describing the Products and/or Services and the fees and charges related to them and/or any Products or Services offered to you through PTG’s online store.  If you authorize us to add any additional Products or Services over the telephone or otherwise, those additional Products or Services will be considered part of the Quote and subject to these Terms and Conditions. 

“Network Services” means (i) the internal computer network for your company, which may include VPN based services for multiple office locations and may also include wired and/or wireless services, and (ii) services provided by your Internet Service Provider to include internet service and/or phone and/or fax services. 

 
3. Payment. Fees for Products and/or Services set forth in the Quote may not include applicable sales, use, or other similar taxes and you are responsible for paying such taxes. Payment for Products and/or Services is due no later than 15 days after the date of the Quote, or if no Quote was issued, payment is due 15 days after date of our invoice. For any recurring fees for Products and/or Services, payment is due in advance on the first day of each calendar month with any partial month prorated based on the actual number of days in such month. You must pay all such recurring amounts via pre-authorized automatic ACH or credit card payments.   Fees are not refundable unless PTG agrees otherwise in writing, and any returns may be subject to a reasonable restocking/administrative charge in PTG’s sole discretion. You acknowledge and agree that if you do not timely pay amounts due for recurring fees, PTG or its licensor or lessor (or their respective distributors) may terminate your access to (or right to use) Products, Software and PTG’s provision of Services, without prior notice. You understand that access to and use of Products, Software and PTG’s provision of Services are contingent upon timely payment.  In such event of non-payment, neither PTG, Microsoft, or PTG’s other licensors or lessors, nor their respective distributors shall be liable to you for any consequential or other damages, including any loss of use, loss of business or loss of profits. If not otherwise stated in the Quote, all recurring fees are subject to increase annually (Microsoft subscriptions shall be subject to the terms of the Quote and the subscription shall automatically renew at the prevailing rates established by PTG unless otherwise agreed.). PTG may apply such increases at each anniversary of the date of the Quote or on the same calendar day each year. Any sums not paid by you when due will bear interest at the rate of 1.5% per month (or such lesser amount as required by applicable law). If PTG has to engage an attorney, collection agency or other third party to collect sums past due, you will also be liable for all such reasonable costs incurred by PTG.   
  
4. Term of Contract Documents; Termination. Unless otherwise described in the Quote or a subscription to online services, and subject to the other provisions of these Terms and Conditions, the Contract Documents shall be in effect for a one-year period commencing on the date of the Quote, and shall renew automatically for additional one-year terms until cancelled by either party. Notwithstanding this term, either you or PTG may terminate the Contract Documents upon 30 days written notice to the other party; provided, however, if a Product or Service is subject to a minimum initial or minimum renewal term, your obligation to pay for such Product or Service shall continue until the end of such initial or renewal term.  Any transfer of Microsoft Cloud or other online services shall be considered a termination under the Contract Documents and requires 30 days written notice to PTG.  PTG reserves the right to charge you for Products or Services through the 30-day notice period if you terminate early, and you will be responsible for these charges.  Notwithstanding the foregoing, either party may terminate the Contract Documents if the other party commits a material breach and such breach is not cured within 30 days. In addition, PTG may terminate the Contract Documents immediately if (i) you fail to make any payment when due, (ii) you declare bankruptcy or are adjudicated bankrupt, or (iii) a receiver or trustee is appointed for you or substantially all of your assets. Upon termination of the Contract Documents, all rights and obligations under the Contract Documents will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.  
  
5. Limited Warranty; Limitation of Liability. PTG will pass through any manufacturer’s, licensor’s or lessor’s warranties to the extent permitted by the manufacturer, licensor or lessor. Except as provided in the next sentence for Services, PTG does not provide any warranty, and

 

The following terms and conditions govern the products, subscriptions and/or services to you.   

 
1. Palmetto Technology Group, Inc. (“PTG”) offered to provide you with Products and/or Services by means of a written or electronic document issued by PTG and designated as a “Quote” and/or by means of PTG’s online store. Unless a different period of time is specified, prices in a Quote expire thirty days from the date of the Quote or sooner if PTG notifies you before your acceptance. These Terms and Conditions and the Quote accepted by you will collectively constitute the “Contract Documents” (and in the event of any conflict, these Terms and Conditions will prevail) governing the sale, lease or license of Products and/or Services. You will be deemed to have accepted the provisions of the Contract Documents, including these Terms and Conditions, by manifesting your acceptance by any of the following: (a) by acknowledging electronically by clicking that you accept these Terms and Conditions; (b) sending to PTG a written acknowledgement of the Quote (which may be via email); (c) placing a purchase order or giving instructions to PTG with respect to the sale, license or lease of the Products and/or Services described in the Quote; or (d) payment for the Products and/or Services. You will be deemed to have received these Terms and Conditions if we have notified you where they can be accessed via the Internet or other reasonable means. If you attempt to accept a Quote after it has expired, PTG may accept your offer to be bound by the Quote by commencing the provision of the Products and/or Services or other reasonable means, but any acceptance by PTG is expressly conditioned upon these Terms and Conditions forming a part of the Contract Documents. These Terms and Conditions along with the Quote shall be the exclusive contractual documents and terms. No term shall be included, excluded or modified except by mutual agreement signed by both you and PTG, and any terms contained in any purchase order or other document issued by you are expressly rejected. 
  
2. Defined Terms. “Products” means Hardware, Software or a subscription to Microsoft Online Services described in the Quote. Unless expressly set forth in the Quote, you are responsible for providing adequate Hardware, Software and Network Services for use of the Products. PTG makes no warranties or representations that the Products are compatible with your Hardware, Software or Network Services.   
“Hardware” means computer hardware, related devices and other accessories, including embedded components other than Software.   
“Software” means any software, library, utility, tool or other computer or program code in binary form. Software and/or subscriptions to Microsoft Online Services provided by PTG or third parties is licensed (and not sold) to you, and subject to the provisions of the license agreement with the owner of such Software or subscription services. Software and/or subscription service licenses based on the number of users may be increased or decreased by you, but will be subject to additional fees, including cancelation fees if you decrease the number. You will be responsible for installing any updates to Software unless you have agreed to pay for a Service from PTG that provides for the installation of updates. 

“Services” means support services, management services or other services performed by PTG’s personnel.  Services may be on a one-time or periodic recurring basis, as set forth in the Quote.  The scope of a Service and our obligations related to a Service are as set forth in the proposal delivered by PTG, or if not in a proposal, as set forth on PTG’s website from time to time. 

“Quote” means the Quote or similarly worded document from PTG describing the Products and/or Services and the fees and charges related to them and/or any Products or Services offered to you through PTG’s online store.  If you authorize us to add any additional Products or Services over the telephone or otherwise, those additional Products or Services will be considered part of the Quote and subject to these Terms and Conditions. 

“Network Services” means (i) the internal computer network for your company, which may include VPN based services for multiple office locations and may also include wired and/or wireless services, and (ii) services provided by your Internet Service Provider to include internet service and/or phone and/or fax services. 

 
3. Payment. Fees for Products and/or Services set forth in the Quote may not include applicable sales, use, or other similar taxes and you are responsible for paying such taxes. Payment for Products and/or Services is due no later than 15 days after the date of the Quote, or if no Quote was issued, payment is due 15 days after date of our invoice. For any recurring fees for Products and/or Services, payment is due in advance on the first day of each calendar month with any partial month prorated based on the actual number of days in such month. You must pay all such recurring amounts via pre-authorized automatic ACH or credit card payments.   Fees are not refundable unless PTG agrees otherwise in writing, and any returns may be subject to a reasonable restocking/administrative charge in PTG’s sole discretion. You acknowledge and agree that if you do not timely pay amounts due for recurring fees, PTG or its licensor or lessor (or their respective distributors) may terminate your access to (or right to use) Products, Software and PTG’s provision of Services, without prior notice. You understand that access to and use of Products, Software and PTG’s provision of Services are contingent upon timely payment.  In such event of non-payment, neither PTG, Microsoft, or PTG’s other licensors or lessors, nor their respective distributors shall be liable to you for any consequential or other damages, including any loss of use, loss of business or loss of profits. If not otherwise stated in the Quote, all recurring fees are subject to increase annually (Microsoft subscriptions shall be subject to the terms of the Quote and the subscription shall automatically renew at the prevailing rates established by PTG unless otherwise agreed.). PTG may apply such increases at each anniversary of the date of the Quote or on the same calendar day each year. Any sums not paid by you when due will bear interest at the rate of 1.5% per month (or such lesser amount as required by applicable law). If PTG has to engage an attorney, collection agency or other third party to collect sums past due, you will also be liable for all such reasonable costs incurred by PTG.   
  
4. Term of Contract Documents; Termination. Unless otherwise described in the Quote or a subscription to online services, and subject to the other provisions of these Terms and Conditions, the Contract Documents shall be in effect for a one-year period commencing on the date of the Quote, and shall renew automatically for additional one-year terms until cancelled by either party. Notwithstanding this term, either you or PTG may terminate the Contract Documents upon 30 days written notice to the other party; provided, however, if a Product or Service is subject to a minimum initial or minimum renewal term, your obligation to pay for such Product or Service shall continue until the end of such initial or renewal term.  Any transfer of Microsoft Cloud or other online services shall be considered a termination under the Contract Documents and requires 30 days written notice to PTG.  PTG reserves the right to charge you for Products or Services through the 30-day notice period if you terminate early, and you will be responsible for these charges.  Notwithstanding the foregoing, either party may terminate the Contract Documents if the other party commits a material breach and such breach is not cured within 30 days. In addition, PTG may terminate the Contract Documents immediately if (i) you fail to make any payment when due, (ii) you declare bankruptcy or are adjudicated bankrupt, or (iii) a receiver or trustee is appointed for you or substantially all of your assets. Upon termination of the Contract Documents, all rights and obligations under the Contract Documents will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.  
  
5. Limited Warranty; Limitation of Liability. PTG will pass through any manufacturer’s, licensor’s or lessor’s warranties to the extent permitted by the manufacturer, licensor or lessor. Except as provided in the next sentence for Services, PTG does not provide any warranty, and

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