STANDARD TERMS AND CONDITIONS OF SALE
1. Scope and Applicability
These Terms and Conditions of Sale (“Terms”) govern all IT services, managed services, support, consulting, hardware procurement, software licensing, and related offerings provided by Connex Orlando, Inc (“Provider”). The client expressly waives its own standard terms and conditions. Any modification or exception must be agreed to in writing and signed by Provider.
2. Payment Terms
Unless otherwise stated on the invoice or service order, all invoices are due within 21 business days.
Past‑due balances may incur late fees up to the maximum rate permitted under Florida law, consistent with Florida’s civil usury limits. Provider may suspend services, disable access, or pause support without prior notice if any invoice becomes past due.
Recurring managed service fees must be paid on time to maintain service continuity.
3. Collections and Legal Fees
If any balance remains unpaid more than sixty (60) days after the due date, Provider may refer the account to a licensed collections agency or attorney. The client agrees to pay all reasonable costs of collection, including attorney’s fees and court costs, as permitted under Florida law.
4. Taxes and Withholding
All fees must be paid in full, without deduction or withholding. If the client is located in a jurisdiction that requires withholding taxes, the client is solely responsible for remitting such taxes to the appropriate authority. Provider is not responsible for foreign tax compliance or administrative burdens.
5. Service Delivery and Performance
Provider will deliver services using commercially reasonable efforts, industry‑standard practices, and agreed service windows. No obligation shall be interpreted as a guarantee of specific results, uptime, or performance outcomes unless explicitly stated in a written Service Level Agreement (SLA).
Provider is not responsible for failures caused by:
third‑party vendors, carriers, or cloud platforms
client‑owned hardware or software
misuse, negligence, or unauthorized changes by the client
environmental or electrical issues
cybersecurity incidents arising from client refusal to implement recommended security measures
6. Limitation of Liability
To the fullest extent permitted by Florida law:
Provider is not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, business interruption, or reputational harm.
Provider’s total liability for any claim is limited to the amount paid by the client for the specific service giving rise to the claim.
Provider shall not be required to participate as a third party in any dispute between the client and an end‑user, patient, customer, or other third party.
7. Cybersecurity, Data, and Compliance
Provider does not guarantee immunity from cyberattacks, malware, ransomware, or unauthorized access. The client acknowledges that cybersecurity risk cannot be fully eliminated.
The client is responsible for:
maintaining proper backups unless covered under a managed backup plan
complying with applicable laws (HIPAA, PCI‑DSS, etc.)
implementing recommended security measures (MFA, patching, firewall rules, EDR, etc.)
Provider is not responsible for compliance failures resulting from client refusal to implement recommended safeguards.
8. Claims and Notice Requirements
Any claim relating to delivered goods, services, or support must be submitted in writing and sent via certified mail or another trackable method to Provider’s registered office within eight (8) days of delivery or service completion. Claims submitted after this period are waived.
9. Termination of Managed Services
Either party may terminate managed services with 30 days’ written notice, unless otherwise stated in a separate agreement.
Provider may terminate immediately for:
non‑payment
abusive or unsafe working conditions
illegal activity
refusal to follow critical security recommendations that create material risk
Upon termination, all outstanding balances become immediately due.
10. Governing Law and Venue
These Terms are governed exclusively by the laws of the State of Florida. Any dispute shall be brought exclusively in the state courts of Seminole County, Florida, or the federal court for the Middle District of Florida, Orlando Division. The client consents to jurisdiction and venue in these courts.
11. Entire Agreement
These Terms, together with any service orders, proposals, or SLAs, constitute the entire agreement between the parties and supersede all prior communications.