Terms of Service

The following is a description of TDS Computers, LLC’s standard terms and conditions governing all agreements between TDS and its customers. All of the following terms and conditions apply to every agreement between TDS and its customers except where TDS and its customer have agreed otherwise in a writing signed by both of them.

Basis for Service Charges

TDS provides its services on a time and materials basis. TDS may, at its option, advance reasonable expenses under $100 for its customers. At TDS’s request, customers will directly pay or advance to TDS the amounts to pay proper expenses of $100 or more. Any pre-purchased credit left on account for a period of time greater than a year will become the property of TDS.

Time Records

TDS personnel enter their time into our time-keeping system, generally daily. The hourly service rates for TDS’s personnel range, and are subject to adjustment from time to time at TDS’s discretion. Expenses advanced by TDS are also entered into our time-keeping system. Overtime rates (time and a half) apply to work performed outside regular business hours (8am to 6pm Monday thru Friday), including work performed on weekends and holidays that TDS is closed for business; and to work performed beyond 9 hours in a single day.

Invoicing

Invoices will be sent weekly or as appropriate, and are due net thirty (30) days. Late payment charges of one and one half percent (1½ %) per month apply to amounts that remain unpaid for thirty days. TDS has the right to suspend further services or shipments in the event that the customer fails to make payments when due.

Performance

Customer shall cooperate with TDS and shall take all steps reasonably necessary to permit TDS to perform any agreed services. TDS shall provide its services in a good and workmanlike manner consistent with the prevailing standards for information services consultants providing similar services in Greater Cleveland metropolitan area.

Warranty

TDS disclaims all representations and warranties that are not specifically agreed to in writing, including, without limitation, any warranties of merchantability, fitness for a particular purpose, effort to achieve purpose, quality, accuracy, non-infringement, quiet enjoyment, and title or system availability. TDS is not responsible for any direct, special, incidental, consequential or exemplary damages, including, but not limited to, damages based on loss of profits, loss of use, business interruption or loss of data, even if advised of the possibility of such damages.

When work is cancelled, terminated or suspended

Scheduled work, canceled with less than 48 hours’ notice, will still be charged one full days effort. Work may be cancelled, terminated or suspended by customer with two (2) weeks written notice without penalty. Customer is responsible for payment for all work delivered prior to termination. If the work is fixed price, customer is responsible for paying a prorated amount towards any partially completed deliverables. Prorated amount will be based on actual time worked toward the deliverable. If work is cancelled, terminated or suspended with less than two weeks’ notice, customer will remit 50% of the expected billings for the two week period to cover TDS’s cost in transitioning the team. Notwithstanding anything to the contrary herein, multi-year contracts or deals (which often reflect discounts in consideration for the expected duration) may not be cancelled or terminated early by customer except for cause in the case of material breach by TDS; provided that, customer must provide TDS with written notice of TDS’s breach, and provide TDS with 15 days to cure such breach before termination becomes effective.

When services are performed on customer’s premises

Customer shall sign our personnel’s accurate timesheets daily or as otherwise requested. On-site work is typically proposed and delivered in full professional days. If the work location is more than 50 miles from a TDS branch location, customer is additionally responsible for reimbursement of travel expenses for mileage as per IRS guidelines as well as possible airfare and lodging expenses. Multiple day engagements will include a per-diem charge for meal expenses. The customer is responsible for providing suitable work space and a safe work environment, and ingress, egress, and access to the workspace at such times as may be reasonably desired.

When services are performed remotely

Remote work is billed in full hour increments, rounded up to the nearest hour. The customer is responsible for providing suitable secure remote access to the computing environment at such times as may be reasonably desired.

When services are performed using customer’s software or systems

Customer shall ensure that all computers, computer systems, software, and materials that are provided to or for TDS personnel by the customer shall be duly licensed for their reasonably anticipated use in connection with TDS services. Customer shall ensure that all computers, computer systems, software, and materials that are provided to or for TDS personnel shall not infringe the copyright, patent, trade secret or other intellectual property rights of any third party.

Return Policy

TDS allows customers 10 days following their purchase to claim defects. If the item is defective, TDS has the opportunity to repair or replace. Open boxes cannot be returned without a restocking fee of 25% of the item’s purchase price. Any items with a price below $100 (i.e. keyboards, mouse, etc.) are not eligible for refunds. All sales are final without a legitimate defect. Claimed defects resulting in a refund are dependent upon OEM refund. Claimed defect resulting in warranty must deal directly with the OEM.

Sale of Goods

All prices are exclusive of charges for shipping. Products will be shipped freight prepaid and added by TDS, F.O.B. destination (Customer). Prices quoted are valid for thirty (30) days unless a shorter period is specified; are exclusive of sales tax (if applicable), packing costs, and shipping charges. Separate charges for shipping will be shown on Customer’s invoice(s). Shipping instructions and other pertinent delivery information shall be included in the Purchase Orders issued in accordance with this Agreement. Any order for goods placed by a customer shall constitute an offer to contract upon the terms and conditions following, and no addition or variation whether contained in the customer’s order, or otherwise shall apply unless expressly agreed to in writing by TDS. No contract to supply goods exists until the Customer has received from TDS an order acknowledgement confirming the order. TDS reserves the right to reject any order. Availability and delivery times quoted are estimates, not commitments.

Credit Cards

TDS accepts Visa, MasterCard, and American Express as payment types for orders only before the order has shipped. If the customer wishes to make use of a credit card, they must inform their account representative and complete the appropriate authorizations. An additional processing fee of three percent (3%) will be added to all orders paid by credit card. Your card will be charged when product ships. No credit card payments will be accepted after product has shipped as part of TDS’s net terms.

Relationship

With respect to the customer, TDS, and its employees and contractors, are independent contractors. As between TDS and its customer, TDS is solely responsible for withholding and payment of all applicable federal, state, and local income and payroll taxes with respect to TDS’s employees. TDS will not enter into any partnership, joint venture, or agency relationship between TDS and its customers without an express written agreement identifying the same. Neither TDS nor its customers have the right to make agreements on behalf of the other.

Non-solicitation

TDS will not solicit for employment customer’s employees that become known to TDS as a result of TDS’s performance of services for customer. Customer will not solicit for employment TDS’s employees or contractors that become known to customer as a result of TDS’s performance of services for customer.

Use of Name

TDS and Customer hereby authorizes each other to refer to the other by name and trademark, and to the existence of the relationship between them, and briefly to describe the other’s business, in business development materials, including, printed materials and Internet web sites.

Modifications

Agreements made between TDS and its customers shall be in writing. No written agreement between TDS and its customer can be modified except by a subsequent written agreement signed by an officer of TDS and its Customer.

International Fulfillment

All taxes, tariffs, duties, and custom charges associated with shipping goods outside of the continental United States are the responsibility of the Customer. TDS requires the following fees be set aside in any purchase order requiring international fulfillment:

TDS will provide an initial estimate for landed cost; this is typically 15%-20% of the order value

TDS will charge an International Handling fee to coordinate Export and Import of your order; this fee is typically $300 to $1500, depending on the complexity of your shipment.

This set-aside does not comprise the complete and final billing for all taxes, tariffs, duties, and customs. It is an estimate for budget purposes. Customer will be billed actual charges upon receipt of shipment.

Destination Control Statement

These commodities, technology, or software were exported from United States in accordance with Export Administration Regulations. Diversion contrary to U.S. Law prohibited.

Notice

Notices sent to TDS should be sent by email to sales@tdsrefurbished.com. Notices will be sent to customer at the email address of a customer representative. Notices are effective when received if they are received from 9 am to 5 pm, EST. Notices not received between those hours are effective the first business day after they arrive at the recipient’s mail server.

Applicable Law

Agreements made between TDS and its customers are governed by the laws of the State of Ohio, without regard to the conflict of laws provisions thereof.