In choosing Polaris IT Solutions, Inc. (“POLARIS”) to provide your business with Information Technology Services (“Services”), you (“Customer”) agree to the following Terms and Conditions.
POLARIS will provide Services as agreed to by both Polaris and Customer. POLARIS is not obligated to provide any Services to Customer. POLARIS will assign a Polaris IT Representative to Customer, a person who will provide consultation, installation, configuration, support, training, and maintenance, as such Services are requested and agreed upon. These Services may be performed at Customer Location(s), or remotely, as needed, according to the schedule and availability of the Polaris IT Representative. POLARIS may, at its sole discretion, provide an alternate representative in the event that the assigned Polaris IT Representative is unavailable.
In order to fulfill the Services requested, Customer may need to purchase equipment, software and other items (“Materials”) from the Polaris Shop, or directly from any Third-Party Provider. POLARIS recommends that Customer make such purchases after discussion with a Polaris IT Representative and Customer acknowledges that failure to do so may require POLARIS to expend additional Service previously unanticipated. Materials are transferred to Customer ownership upon payment in full of the Customer Account Balance for the invoice with the associated Material cost.
Polaris IT Shop
Customer may purchase Shop Services or Materials from the Polaris IT Shop via a Shop Order. The Shop Order will be assembled online at the PolarisITSolutions.com website by the Customer and/or Polaris. Customer must Approve the Shop Order, which will then be confirmed by electronic mail to both Customer and their Polaris IT Representative. Once a Customer approves a Shop Order, the Customer may not cancel the Shop Order and Customer agrees to pay for the Shop Services and Materials as described in the Shop Order. In the event that circumstances prevent POLARIS from completing a Shop Order, POLARIS, at its sole discretion, may elect to cancel the Shop Order and inform Customer. If the Polaris IT Representative accepts the Shop Order, then the status will be updated to Processing, and the Polaris IT Shop will handle the Shop Order.
Materials purchased from the Polaris Shop are guaranteed to be free of manufacturing defects for 30 days after the date of delivery. This guarantee is for physical Materials only, and does not imply that POLARIS warrants or guarantees any Services, data, configuration, or methods that depend on the device or its implementation. But if the device exhibits defects of manufacturing within the first 30 days, the Polaris Shop will repair or replace it. After the 30 days, the Polaris IT Representative can assist with repairs or processing warranty claims as part of our normal Services.
Cooperation. Customer, including its agents, employees and contractors, shall assist and cooperate with POLARIS. Customer shall cooperate with POLARIS in scheduling Services. Customer shall provide adequate space in Customer’s Location for POLARIS employees to complete Services. Customer shall not obstruct or prevent POLARIS’ performance of Services. Customer shall, in a reasonable period of time, approve Shop Orders for necessary materials, and/or provide any third-party materials or services that are necessary for POLARIS to complete requested Services.
Access to Technical Infrastructure. Customer will provide POLARIS with applicable tools, including, but not limited to keys, codes for alarm systems and security clearances, so that POLARIS can access Customer’s Technical Infrastructure in order to provide Service.
Rights Clearances. Customer is responsible and liable for seeking licensing rights to all trademarks, service marks, copyrights, logos, photographs, rights associated with personality, video footage, audio, images, statistics, and computer software, as well as any and all other elements requiring licensing (“Rights Clearances”) in order for POLARIS to perform its obligations. Customer warrants to POLARIS that Customer has secured all necessary Rights Clearances with respect to all items requiring licensing. Customer agrees to defend, hold harmless and indemnify POLARIS from any claim of infringement of any third-party’s intellectual property or other rights resulting from Customer’s failure to secure the right to use any content or software provided to POLARIS.
Fees. Customer is responsible for paying invoices, according to the terms outlined herein.
Third-Party Providers. Customer acknowledges POLARIS has advised Customer that is best to have a sole provider of Technical Infrastructure design, installation, development, and maintenance services. In order to avoid unforeseen problems or additional costs, neither the Customer nor any third-party should install hardware, software, or otherwise administer these systems without prior consultation and observation by a Polaris IT Representative. POLARIS may require administrative access permissions for any third-party equipment, software, or services that are necessary for providing Service to Customer.
Customer Contact Person. Customer shall designate one or more qualified individuals to serve as primary contact(s) between Customer and POLARIS regarding Services (“Customer Contact Person(s)”). The Customer Contact Person(s) must have read and understood these Terms of Service, and they must possess the authority to carry out all of Customer’s responsibilities described herein. The Customer Contact Person(s) will be assigned an account at PolarisITSolutions.com, where they will access these terms of service, submit and monitor Service Requests, and approve Shop Orders.
Monthly Invoices. POLARIS will present Customer with an Invoice for all Services, Materials and Shop Orders rendered during the previous month. Payment for Invoices is due on receipt, except as described below.
Deposit. POLARIS may require a deposit or prepayment in full if Customer purchases more than $1,000 in Materials.
Site Visit Fee. Customer will be charged a Site Visit Fee for any visits to Customer’s place of business of $75 per vehicle, per visit in the Greater Triangle Area. Outside that area, the Site Visit Fee will be agreed upon between Customer and POLARIS in writing.
Late Fees. POLARIS may assess a late fee of $25.00 on any balance that remains unpaid on the last day of any month.
Finance Charges. After a grace period of 25 days from the date of an Invoice, POLARIS may assess a fee in the amount of 0.07 percent per day (hereinafter referred to as “Finance Charges”) on any unpaid balance until the day it is paid in full. Finance Charges are assessed from the date of the unpaid Invoice(s). Partial payments of a Customer’s total unpaid balance, including any accrued Finance Charges, will be applied to the oldest unpaid Invoice first.
Account Statements. If Customer does not pay an Invoice in full, POLARIS may present Customer with a Statement detailing the total amount Customer owes to POLARIS, including all late fees and Finance Charges.
Penalties and Remedies for Nonpayment. If Customer fails to pay any monthly Invoice, Account Statement or any other balance due for more than 90 days after payment is due, POLARIS may exercise any available remedy in law and equity, including, but not limited to suspending the performance of its duties under these Terms of Service until Customer has paid all fees due in full. Execution of any of these actions on the part of POLARIS will not eliminate Customer’s obligations as outlined in these Terms of Service including payment for Services and Shop Orders already completed. Polaris reserves the right to repossess any of its property that is held at a Customer’s location.
Hourly Rate. Services excluding Shop Services are billed in fifteen minute increments at a Rate of $150 per hour as of July 2019.
Shop Orders. Shop Services and Materials are billed at the rate on the Shop Order.
Priority Service Rate. If a Customer requests that Service be performed immediately, or during any hours outside of Normal Business Hours, including Federal Holidays, then those Services will be billed at the Priority Service Rate. The Priority Service Rate is 150% of the normal rate.
Non-Profit Discount. Customer categorized as 501(c)(3) Non Profit organization under the Internal Revenue Code receive a fifteen (15) percent discount off of all Service Charges, excluding Shop Orders.
Rate Changes. Customer will be notified of any rate changes via email to the Customer Contact Person(s), or in writing sent to the Customer Address thirty days before such rate changes.
Customer agrees that POLARIS may publicly acknowledge Customer as a client of POLARIS and use such relationship to promote POLARIS’s services. Customer agrees that POLARIS may display Customer’s name and logo on the POLARIS Web Site or other promotional materials, link to Customer’s Web Site, and describe the Services provided under these Terms of Service.
Limitations on Damages and Liability
POLARIS warrants that the Services it provides shall be of a professional nature, performed by knowledgeable and skilled personnel, and conform to or exceed the standards generally observed in the industry for similar services; and that POLARIS has all necessary rights and authority to execute and deliver these Services and perform its obligations contemplated here; and that nothing contained in these Terms of Service will place POLARIS in breach of any other contract or obligation. POLARIS makes no warranty as to the design or performance of any equipment or software manufactured by any third party and procured or recommended by POLARIS, and with the exception of the rights outlined above in the Section titled “Materials,” Customer’s only rights in warranty for such equipment or software are against the respective original manufacturer. POLARIS CANNOT BE HELD LIABLE FOR ANY CONSEQUENCES STEMMING FROM CUSTOMER’S FAILURE TO REQUEST SERVICES. EXCEPT AS SET FORTH IN THIS SECTION, POLARIS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WITHOUT LIMITATION OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE , POLARIS WILL NOT BE LIABLE FOR (A) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ATTORNEY’S FEES AND LOST REVENUE) THAT RESULT FROM USE OR INABILITY TO USE THE CUSTOMER’S TECHNICAL INFRASTRUCTURE, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, CAUSED BY EVENTS BEYOND POLARIS’S REASONABLE CONTROL, OR (B) FOR ANY CLAIM BY ANY PARTY OTHER THAN CUSTOMER.
“Parties” refers to Customer and POLARIS.
“Technical Infrastructure” means computers, computer networks, web sites, telephone systems, email systems, internet services, telephone services, and all of the equipment, software, and methods that are necessary for their proper functioning.
“Polaris IT Representative” refers to POLARIS technical staff person that is assigned to serve as a general or technical adviser to Customer, and perform Services for Customer upon specific request. All time spent by a Polaris Technical Representative on Customer’s behalf is billable.
“Polaris Support Technician” refers to POLARIS technical staff person, or a POLARIS authorized sub-contractor, that is assigned to perform Services for Customer. All time spent by a Polaris Support Technician on Customer’s behalf is billable.
“Customer Location” means an office or other contiguous premises where Customer conducts business.
“Normal Business Hours” are 9:00 AM to 5:00 PM, Monday through Friday, excluding Federal Holidays.
“Greater Triangle Area” means any location within five miles of the triangle formed by the city centers of Hillsboro, Pittsboro, and Raleigh, NC.
Choice of Law and Venue. The Terms of Service shall be governed and construed in accordance with the laws of North Carolina except that no conflicts of laws provision shall be invoked so as to use the laws of any other jurisdiction. Any and all lawsuits between POLARIS and Customer must be filed and adjudicated in the District Court or Superior Court of Orange County, North Carolina.
Relationship of Parties. Nothing stated in these Terms of Service shall be construed to create a partnership or other joint business entity or venture between POLARIS and Customer.
No oral modification. No modification to or amendment of these Terms of Service shall be binding without the express written consent of both Parties.
Notice between Customer and POLARIS may be given by email, provided that the sender is reasonably certain that the intended recipient will receive the message. Any notice given to POLARIS, must be sent to both email@example.com and firstname.lastname@example.org. Written notice to POLARIS should be sent to Polaris IT Solutions, Inc., PO Box 3756, Chapel Hill, NC 27516.
These Terms of Service remain in place while POLARIS is performing Services for Customer and afterwards until the terms have been satisfied. In addition, the sections on Limitations on Damages and Liability remain in place even after POLARIS and Customer have terminated their relationship.