Terms and Conditions
Scope of work:
1.1. Agreement Description
1.1.1. IRIS Technology agrees to provide the services or/and hardware described in the relevant agreement, quote, or purchase order.
1.1.2. The scope of service may include but is not limited to cybersecurity services, cloud services, hardware installation, configuration, and support based on the related quote, or purchase order.
1.2. Types of Services
1.2.1. IT Consulting: IRIS Technology may provide advisory services related to information technology, including but not limited to technology strategy, infrastructure planning, and system optimization.
1.2.2. Cybersecurity Services: IRIS Technology offers cybersecurity solutions aimed at protecting the Customer's digital assets from threats, vulnerabilities, and attacks. This may include risk assessments, security audits, penetration testing, incident response, and security training.
1.2.3. Cloud Services: IRIS Technology provides cloud computing solutions, including infrastructure as a service (IaaS), platform as a service (PaaS), and software as a service (SaaS). This encompasses cloud migration, architecture design, deployment, management, and optimization.
1.2.4. Hardware Installation: IRIS Technology installs hardware components, such as servers, networking devices, workstations, and peripherals, in accordance with industry best practices and manufacturer specifications.
1.2.5. Maintenance and Support: IRIS Technology offers maintenance and support services to ensure the ongoing functionality, performance, and security of hardware. This includes troubleshooting, updates, patches, and technical assistance.
1.3. Customization and Additional Services
1.3.1. IRIS Technology may provide customization or additional services beyond the scope outlined in the Agreement, subject to mutual agreement and additional fees as specified in a separate statement of work or amendment to the Agreement.
1.3.2. Any customization or additional services shall be documented in writing and incorporated into the Agreement upon acceptance by both parties.
1.4. Service Level Agreements (SLAs)
1.4.1. Certain services may be subject to service level agreements (SLAs) specifying performance metrics, response times, availability, and other service parameters.
1.4.2. SLAs shall be agreed upon separately and incorporated into the Agreement or a standalone SLA document.
2. Hardware Sales
2.1. Types of Hardware Products
2.1.1. IRIS Technology offers a range of hardware products designed to meet various technological needs. These products may include but are not limited to: Security Devices Firewalls, Computers (desktops, laptops, workstations), Servers (rack servers, tower servers, blade servers), Switches (network switches, Ethernet switches, managed switches), Networking Equipment (routers, access points, wireless controllers), Peripherals (monitors, keyboards, mice, printers, scanners), Accessories (cables, adapters, batteries, storage media)
2.1.2. The availability of specific hardware products may vary depending on supplier inventory, market demand, and other factors.
2.2. Terms of Hardware Sales
2.2.1. All hardware sales are subject to availability, pricing, and specifications provided by IRIS Technology, Customers will be responsible for the Return Merchandise Authorization (RMA) fees in case of defective units are confirmed by the vendor.
2.2.2. IRIS Technology reserves the right to modify pricing, product specifications, and availability without prior notice. Customers will be informed of any changes at the time of purchase or through other communication channels.
2.2.3. Pricing for hardware products may be listed in IRIS Technology's price list, quote, or proposal. Any discounts, promotions, or special offers shall be applied in accordance with IRIS Technology's policies.
2.2.4. Customers may request custom configurations or special orders for hardware products not readily available in stock. Such requests shall be subject to feasibility, additional lead time, and pricing adjustments as determined by IRIS Technology.
2.2.5. IRIS Technology reserves the right to modify pricing, product specifications, and availability without prior notice. Customers will be informed of any changes at the time of purchase or through other communication channels.
2.2.6. Pricing for hardware products may be listed in IRIS Technology's price list, quote, or proposal. Any discounts, promotions, or special offers shall be applied in accordance with IRIS Technology's policies.
2.2.7.
Customers may request custom configurations or special orders for hardware products not readily available in stock. Such requests shall be subject to feasibility, additional lead time, and pricing adjustments as determined by IRIS Technology
2.3. Delivery and Acceptance
2.3.1. Delivery of hardware products shall be made to the address specified by the Customer or as otherwise agreed upon by both parties.
2.3.2. IRIS Technology shall use commercially reasonable efforts to deliver hardware products within the agreed-upon timeframe. However, delivery dates are estimates and not guaranteed.
2.3.3. Upon delivery, the Customer or their authorized representative shall inspect the hardware products for any visible damage, defects, or discrepancies. Any issues shall be promptly reported to IRIS Technology within a reasonable period, typically within 48 hours of receipt.
2.3.4. Title and risk of loss for hardware products shall pass to the Customer upon delivery. The Customer assumes responsibility for the safekeeping and proper use of the products thereafter.
2.4. Warranty and Support
2.4.1. Hardware products may be accompanied by manufacturer warranties, which vary depending on the product and manufacturer terms. IRIS Technology shall facilitate warranty claims on behalf of the Customer to the extent permitted by the manufacturer.
2.4.2. IRIS Technology may offer additional support services, such as installation assistance, configuration guidance, and troubleshooting, for hardware products purchased from IRIS Technology. Details of such services shall be specified in the Agreement or a separate support agreement.
3. Payment terms
3.1. Payment Due
3.1.1. Payment for goods and services provided by IRIS Technology is due upon receipt of invoice unless otherwise agreed upon in writing.
3.1.2. Invoices shall be issued promptly upon completion of services, delivery of goods, or as otherwise specified in the Agreement.
3.2. Pricing and Additional Costs
3.2.1. Prices quoted by IRIS Technology are exclusive of taxes, duties, and shipping costs unless otherwise stated.
3.2.2. The Customer shall be responsible for any applicable taxes, duties, or other government charges imposed on the goods or services provided by IRIS Technology.
3.2.3. Shipping costs, if applicable, shall be specified separately on the invoice and borne by the Customer unless otherwise agreed upon in writing.
3.3. Late Payment
3.3.1. Late payments may lead to the withholding of additional facilities or may result in discontinuing business dealings with your company.
3.3.2. IRIS Technology may suspend services, withhold deliveries, or take other appropriate actions until outstanding payments are received in full.
3.3.3. Persistent late payments may result in the termination of the Agreement and the pursuit of legal remedies to recover outstanding debts.
3.4. Disputed Invoices
3.4.1. In the event of a dispute regarding the accuracy or validity of an invoice, the Customer shall promptly notify IRIS Technology in writing with detailed reasons for the dispute.
3.4.2. Both parties shall make reasonable efforts to resolve any invoice disputes amicably and in good faith.
3.4.3. Pending the resolution of the dispute, the Customer shall pay any undisputed portion of the invoice in accordance with the payment terms specified herein.
3.5. Payment Methods
3.5.1. IRIS Technology accepts various payment methods, including but not limited to cash, bank transfers, and checks.
3.5.2. Payment instructions shall be provided on the invoice or as otherwise communicated by IRIS Technology.
4. Limitation of Liability
4.1. Exclusion of Certain Damages
4.1.1. In no event shall IRIS Technology be liable for any indirect, consequential, incidental, special, or punitive damages arising out of or related to the services or hardware provided
4.1.2. This includes but is not limited to, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, even if t IRIS Technology has been advised of the possibility of such damages.
4.1.3. The exclusion of certain damages shall apply whether such damages arise in contract, tort (including negligence), strict liability, or otherwise.
4.2. Limitation of Total Liability
4.2.1. The total liability of IRIS Technology for any claim arising under these terms and conditions shall not exceed the total amount paid by the Customer for the services or hardware giving rise to such claim.
4.2.2. This limitation of liability shall apply regardless of the nature of the claim, whether based on contract, tort, strict liability, or any other legal theory.
4.2.3. In the event that multiple claims arise from the same transaction or series of transactions, the total liability of IRIS Technology shall not exceed the aggregate amount paid by the Customer for the services or hardware involved in such transactions.
4.3. Allocation of Risk
4.3.1. The limitations and exclusions of liability in section 6 are fundamental elements of the bargain between IRIS Technology and the Customer.
4.3.2. The Customer acknowledges and agrees that the pricing and terms offered by IRIS Technology reflect the allocation of risk set forth in this section 6, and that the limitations and exclusions of liability are reasonable and fair.
5. Confidentiality
5.1. Obligation to Maintain Confidentiality
5.1.1. Each party ("Party") agrees to maintain the confidentiality of any proprietary or confidential information ("Confidential Information") disclosed by the other party.
5.1.2. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, software code, and any other information designated as confidential by the disclosing party
5.1.3. The receiving party shall use the same degree of care to protect the confidentiality of the disclosing party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
5.1.4. The receiving party shall not disclose, transmit, or otherwise make available any Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted under these terms and conditions or as required by law.
5.2. Survival of Confidentiality Obligations
5.2.1. Confidentiality obligations shall survive termination of these terms and conditions, regardless of the reason for termination.
5.2.2. Upon termination of these terms and conditions, the receiving party shall promptly return or destroy all Confidential Information received from the disclosing party, including any copies or reproductions thereof, unless retention is necessary for compliance with legal or regulatory requirements.
5.3. Exceptions
5.3.1. The obligations of confidentiality set forth herein shall not apply to any information that:
· Is or becomes publicly available through no fault of the receiving party.
· Was already in the possession of the receiving party without obligation of confidentiality prior to disclosure by the disclosing party.
· Is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
· Is rightfully received by the receiving party from a third party without restriction on disclosure.
5.3.2. The burden of proving the applicability of any exception shall rest with the receiving party.
6. Governing Law
6.1. Applicable law
6.1.1. These terms and conditions ("Agreement") shall be governed by and construed in accordance with the laws of the existing country, without regard to its conflict of laws principles.
6.1.2. Any dispute arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the courts of the existing country.
6.2. Choice of Law
6.2.1. The Parties agree that any dispute resolution proceedings shall be conducted in accordance with the laws of the existing country, including any applicable procedural rules or principles of law.
6.2.2. The Parties further agree that any judgment or order issued by a court of competent jurisdiction in the existing country shall be binding and enforceable upon the Parties and may be enforced in any other jurisdiction.
7. Entire Agreement
7.1.1. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
7.1.2. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
8. Modification and Waiver
8.1. Modification
8.1.1. These terms and conditions may only be modified by a written agreement signed by both parties.
8.1.2. Any modification to these terms and conditions shall be deemed effective only upon execution of the written agreement by duly authorized representatives of both parties.
8.1.3. 10.1.3. No oral agreements, representations, or understandings shall have any effect on these terms and conditions unless expressly incorporated into a written modification executed as described herein.
8.2. Waiver
8.2.1. Failure or Delay: Failure or delay by either party to enforce any provision of these terms and conditions shall not constitute a waiver of such provision or any other provision.
8.2.2. Intent to Waive: Any waiver of a provision of these terms and conditions must be made in writing and signed by the waiving party. A waiver of any provision shall only be effective for the specific instance and purpose for which it is given and shall not be construed as a waiver of any subsequent breach or as a waiver of any other provision.
8.2.3. Limited Waiver: The failure of either party to enforce any right or remedy provided under these terms and conditions shall not be deemed a waiver of such right or remedy or a waiver of any other right or remedy, and shall not preclude the exercise of such right or remedy at any subsequent time or times.
8.3. Severability
8.3.1. If any provision of these terms and conditions is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
8.3.2. The parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the extent possible, the intended economic, business, and other purposes of such provision.