AJD Tech, LLC

228 W. Lincoln Hwy, #177
Schererville, IN 46375
(219) 440-6611
info@ajdtech.com

Version 2.0 | Effective date: September 23, 2026

 

These terms govern AJD Tech, LLC’s provision of goods and services. A signed Managed Services Agreement controls if its terms conflict with these Conditions.

 

1. Definitions and Interpretation

 

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract or other arrangement in connection with the supply of Goods or Services by AJD Tech, LLC the following words have the following meanings:

 

“After Hours” means from 5:00 PM – 8:00 AM Monday through Friday and all day Saturday and Sunday and including the following public holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day.

 

“Business Hours” means from 8:00 AM – 5:00 PM Monday through Friday excluding the following public holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day.

 

“Client”, “You”, or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from AJD Tech, LLC and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is Placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors, and assigns.

 

“Conditions” means these terms and conditions.

 

“Goods” means any goods and/or services sourced by AJD Tech, LLC or provided by AJD Tech, LLC in connection with any such goods and/or services including computer hardware and software and any goods or services provided in connection with any of those things.

 

“Order” means any order requested by the Client to AJD Tech, LLC for Goods or Services in any form.

 

“Quote” means any quote provided by AJD Tech, LLC to the Client.

 

“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between AJD Tech, LLC and the Client as the period during which some Services will be provided.

 

“Plan” means any arrangement between AJD Tech, LLC and the Client (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by AJD Tech, LLC under an arrangement in connection with Work agreed to be done or progressed for or on behalf of the Client or any other person at the Client’s request, including as set out in a Plan Schedule.

 

“Plan Schedule” means the key terms applicable to Plans as set, and as stated in the applicable signed agreement or subsequently amended under Section 9.

 

“Public Holidays” means any of the following public holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day.

 

“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by AJD Tech, LLC and the Client or in these Conditions and includes any monies payable to AJD Tech, LLC on a quantum meruit basis for any work it has done.

 

“Rate Schedule” means the schedule of rates, charges, and conditions for the services of AJD Tech, LLC as set, and as amended under Section 12.

 

“Reasonable Assistance Limits” has the meaning set out in clause 17.2.

 

“Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by AJD Tech, LLC from time to time.

 

“Service request” means a request for service such as adds, moves, changes, and technical assistance.

 

“Services” means the provision of any services by AJD Tech, LLC including work, advice, and recommendations.

 

“Software” includes software and any installation, update, associated software, and any services provided in connection with any of these things.

 

“Us”, “Our”, or “We” means AJD Tech, LLC and its heirs, successors, and assigns.

 

“Work” means anything AJD Tech, LLC, it representatives, and/or employees may do, provide, customize, produce or acquire, whether or not in connection with, or for the purposes of, the Client or the Client’s use or benefit, and includes testing, troubleshooting, installation, and configuration of new equipment or software, consulting, scoping, planning, documenting, and quoting for complex items.

 

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by AJD Tech, LLC, unless the contrary intention appears:

 

Words denoting the singular number only shall include the plural number and vice versa.

 

Reference to any gender shall include every other gender.

 

Reference to any act of local, state, or federal government, statute or regulation shall include any amendment currently in force at the relevant time and any act of local, state, or federal government, statute or regulation enacted or passed in substitution therefore.

 

Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions.

 

All references to dollars ($) are to United States Dollars.

 

All references to time refer to the Central Time Zone in the United States.

 

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government and vice versa.

 

A reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions.

 

A recital, schedule, annexure, or description of the parties forms part of these Conditions.

 

A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time.

 

Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

 

A reference to “includes” means includes without limitation.

 

A reference to “will” imports a condition not a warranty.

 

A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

 

2. Application and Order of Precedence

 

2.1 Unless otherwise agreed by AJD Tech, LLC in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by AJD Tech, LLC to its Clients.

 

2.2 The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

 

2.3 If there is any inconsistency between these Conditions and a Managed Services Agreement (MSA) executed between AJD Tech, LLC and the Client, the MSA will control for the services governed by the MSA.

 

3. Commitment Term

 

3.1 For Managed Services provided under an Managed Services Agreement (MSA), the term is month-to-month beginning on the first day of the month following countersignature (or as specified in the MSA) and automatically renews monthly unless terminated in accordance with Section 4 or the MSA.

 

3.2 Other Services. For hardware, projects, or other non-MSA services purchased by Quote/Order, any service-specific term (if any) will be as stated in the applicable Quote/Order. If no term is stated, such services are provided on a month-to-month basis.

 

4. Termination

 

4.1 Either party may terminate Managed Services on thirty (30) days’ written notice, per the MSA. No early-termination charge applies to month-to-month Managed Services.

 

4.2 Either party may terminate this Agreement for a material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

 

4.3 If either party terminates this Agreement, AJD Tech, LLC will assist the Client in the orderly termination of services, including timely transfer of the services to another designated provider. The client agrees to pay AJD Tech, LLC for rendering such assistance at our normal rates as outlined in our current Rate Schedule.

 

4.4 Termination does not relieve the Client of accrued but unpaid amounts. Recurring Managed Services fees cease at the end of the notice period.

 

5. Representations

 

5.1 The Client acknowledges that no employee or agent of AJD Tech, LLC has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

 

6. Notices

 

6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of the client.

 

7. Governing Law

 

7.1 The Conditions shall be governed by and construed in accordance with the laws of the State of Indiana and parties submit to the non-exclusive jurisdiction of the Courts of the State of Indiana.

 

8. Assignment

 

8.1 The Client may not assign its rights and obligations under this Agreement without the prior written consent of AJD Tech, LLC.

 

9. Changes to These Terms

 

9.1 AJD Tech, LLC may modify these General Terms and Conditions upon thirty (30) days’ written notice to Client. Continued use of Services following the effective date constitutes acceptance. No modification will materially reduce AJD Tech, LLC’s obligations or materially increase Client’s fees during a prepaid or fixed-price term except as otherwise expressly permitted by the Agreement.

 

9.2 Each published version will identify a version number and effective date. AJD Tech, LLC will retain prior versions and identify the version applicable to a claim by its effective date. The MSA controls in the event of a conflict under Section 2.3.

 

10. Quotes

 

10.1 Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to the Client to place an Order with AJD Tech, LLC and the acceptance of a Quote by the Client will not create a binding contract between the Client and AJD Tech, LLC.

 

10.2 Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform AJD Tech, LLC when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

 

10.3 Once a quote has been confirmed by AJD Tech, LLC, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by The Client.

 

10.4 The price in the final quote may vary from the original request if there is any price or product changes requested by The Client. AJD Tech, LLC reserves the right to alter product and prices in the quote, as long as the quote has not been confirmed with The Client.

 

10.5 Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If The Client later require any changes to the quotes, and AJD Tech, LLC agrees to the changes, these changes will be charged at our prevailing rate.

 

10.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

 

10.7 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let AJD Tech, LLC know so that AJD Tech, LLC can respond to it accordingly.

 

10.8 When a special price or discount offer has been applied to this Quote, no other special promotion, discount, or bonus offer will be applicable.

 

10.9 In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of our control AJD Tech, LLC reserves the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted

 

accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on the Client’s request and is subject to the Client’s final approval.

 

10.10 Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While AJD Tech, LLC endeavours to honour every price quoted, if there is a price increase that is beyond our control, AJD Tech, LLC reserves the right to increase the price as necessary.

 

10.11 Once a Quote has already passed the expired date, AJD Tech, LLC may cancel the quote or estimate without having to notify or receive an approval from The Client.

 

10.12 ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.

 

10.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

 

10.14 AJD Tech, LLC does not keep inventory and as such only order items once AJD Tech, LLC receives a completed order from a client. If The Client would like to return an item or cancel an order, a restocking fee may apply. AJD Tech, LLC will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.

 

10.15 Prices are based upon total Quote Purchase.

 

10.16 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.

 

10.17 Varying or withdrawing Quotes: AJD Tech, LLC may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to The Client. AJD Tech, LLC may do so for any reason AJD Tech, LLC considers fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

 

11. Orders

 

11.1 Order forms: The Client may place an Order for Goods and/or Services with AJD Tech, LLC. Normally, AJD Tech, LLC will require that the Client provide either a completed Order form or the Client approve the quote electronically via either an email or a web based system with the date and the Client’s details, including the Client’s full legal name or description (including the full name or description of any person on whose behalf the order is placed), the Client’s address together with any relevant Quote number and date.

 

11.2 Approval of Orders: The Client will need to sign the Order or have it duly executed on the Client’s behalf, unless the Order is sent by email or via the web based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of the Client by the person whose name appears as the sender of the email or submitter of the form.

 

11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, AJD Tech, LLC may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of AJD Tech, LLC to be:

 

11.3.1 signed by, and duly authorized by, both the person who signed the Order, and the person who sent the email; and

 

11.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.

 

11.4 Acceptance and Orders: An Order has no effect unless or until it is accepted by the Client in writing and, until AJD Tech, LLC has received from the Client payment in clear funds for the Order and any related freight, delivery, and (where applicable) in-transit insurance costs in clear funds.

 

11.5 No obligation to deliver: AJD Tech, LLC is not obliged to deliver any Order until AJD Tech, LLC has received payment in clear funds from the Client for the Order, any related freight, delivery, and (where applicable) in-transit insurance costs or where AJD Tech, LLC is unwilling or unable to complete the Order for any reason provided it refunds any payment made by the Client in respect of the Order.

 

11.6 Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom AJD Tech, LLC is considering extending credit or payment terms, the Client hereby consents to AJD Tech, LLC undertaking a credit reference check in respect to the Client.

 

11.7 Cancellation of Orders: The Client will not cancel an Order unless AJD Tech, LLC agrees to do so in writing at the absolute discretion of AJD Tech, LLC. the Client acknowledge that, amongst other things, AJD Tech, LLC cannot cancel an Order once the manufacturer or supplier has despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by AJD Tech, LLC.

 

11.8 Processes and Procedures: AJD Tech, LLC has processes and procedures that AJD Tech, LLC follows in the course of the provision of the Services of AJD Tech, LLC and the supply of Goods. The Client agrees to co-operate with AJD Tech, LLC and to comply with such processes and procedures as advised to the Client from time to time.

 

12. Pricing and Rates

 

12.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by AJD Tech, LLC are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by AJD Tech, LLC).

 

12.2 Rates Schedule: The Client must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

 

12.3 AJD Tech, LLC may change its rates for future monthly service periods upon written notice to Client before the period for which the changed rate first applies. A fixed price stated in a signed agreement remains fixed for its stated term, except as expressly provided in that agreement or Section 12.9.

 

12.4 Call-out fees: The Client acknowledge that call-out fees may be charged in addition to the Rates at the absolute discretion of AJD Tech, LLC and that the amount of the call-out fee will depend upon where the Services are provided.

 

12.5 Return/Cancellation Fee: Where AJD Tech, LLC arranges a return or refund on behalf of the Client, or where an Order is cancelled by the Client after acceptance by AJD Tech, LLC, AJD Tech, LLC may charge the Client a Return/Cancellation fee to cover the administration costs to AJD Tech, LLC in processing the return or refund, or in processing the Order, the cancellation and any refund. AJD Tech, LLC may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to the Client by AJD Tech, LLC.

 

12.6 Expenses: The Client must pay any out-of-pocket expenses incurred by AJD Tech, LLC in providing the Services to the Client in addition to the Rates, charges, and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation, and related meal allowance, tolls, and car parking expenses. Where appropriate, AJD Tech, LLC will obtain prior written authorization from the Client before such expenses are incurred.

 

12.7 Separate charges for Goods and Services: AJD Tech, LLC may in the absolute discretion of AJD Tech, LLC charge for Goods separately from Services or may charge for Goods and Services together.

 

12.8 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, AJD Tech, LLC will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

 

12.9 Third-party charges. If a third-party provider increases its price, tax, licensing charge, or other pass-through cost, AJD Tech, LLC may adjust the corresponding third-party charge to Client upon written notice, including during a fixed-price or prepaid term where the Agreement expressly identifies that charge as variable or pass-through. AJD Tech, LLC will identify the affected service and effective date. This provision does not authorize an increase in AJD Tech, LLC’s fixed managed-service fee.

 

12.10 Pre-Paid Blocks of Service: Where the Client agree to buy Pre-Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between AJD Tech, LLC and the Client in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:

 

12.10.1 are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and

12.10.2 Are only provided by AJD Tech, LLC during the applicable Period. Where Services are provided for a specified Period:

 

12.10.2.1 the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and

 

12.10.2.2 AJD Tech, LLC is not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify the Client in respect of those unused Services.

 

13. Services and Plans

 

13.1 The scope of a Managed Services plan is stated in the signed MSA and its appendices. Changes to included services require a written amendment or modification under Section 9, subject to the MSA’s priority under Section 2.3. AJD Tech, LLC may discontinue an unavailable third-party product and propose a reasonably comparable replacement, subject to any required Client approval and agreed pricing.

 

13.2 Copies on Request: AJD Tech, LLC will provide the Client with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

 

14. Subcontracting

 

14.1 AJD Tech, LLC may subcontract any or all of the Services to be performed but shall retain prime responsibility for the Services under these terms.

 

15. Delivery Title and Risk

 

15.1 Delivery liability: AJD Tech, LLC will use all reasonable endeavours to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to AJD Tech, LLC or delays caused by third parties, such as delivery companies or manufacturers.

 

15.2 Availability to accept delivery: the Client must be available to accept the Goods at the Client’s nominated delivery address during Business Hours unless otherwise arranged.

 

15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to the Client’s nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to the Client. Nothing in this clause 15.3 will affect title to the Goods.

 

15.4 Obligation to insure: The Client will ensure that Goods are adequately insured from the time of delivery under clause 15.3.

 

15.5 Retention of Title: Until AJD Tech, LLC receives full payment in cleared funds for any moneys due to AJD Tech, LLC by the Client on any account or for any reason:

 

15.5.1 title to, and property in, goods supplied to the Client remain vested in AJD Tech, LLC and does not pass to the Client.

 

15.5.2 The Client must hold those Goods as fiduciary bailee and agent for AJD Tech, LLC and must not sell them.

 

15.5.3 The Client must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact.

 

15.5.4 Where the Client sell the goods in breach of these Conditions, the Client is required to hold the proceeds of any sale of those Goods on trust for AJD Tech, LLC in a separate account (however any failure to do so will not affect the Client’s obligation to deal with the proceeds as trustee and remit them to AJD Tech, LLC);

 

15.5.5 Any recovery of unpaid Goods remains subject to applicable law and does not authorize entry onto Client premises without lawful consent or process.

 

16. Returns and Claims

 

16.1 Goods are subject to applicable manufacturer or supplier warranty and return terms, in addition to rights that cannot lawfully be excluded.

 

16.2 Customised Goods not returnable: Where Goods have some element of customisation for the Client, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by AJD Tech, LLC to the manufacturer or supplier or any related services may not be cancelled, the Client may not return the Goods to AJD Tech, LLC or cancel the related services.

 

16.3 Duty to inspect: The Client will inspect all Goods immediately upon their delivery. Within 7 days of such delivery the Client may give written notice to AJD Tech, LLC of any matter or thing, by reason of which the Client might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, the Client will accept the Goods without any such return, refund, or claim.

 

16.4 Return Condition: Where the Client are entitled to return Goods under these Conditions, the Client must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

 

16.5 Return costs: The Client will pay all costs and expenses incurred by AJD Tech, LLC in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

 

16.6 Client is responsible for its use, installation, modification, or resale of Goods after delivery, subject to AJD Tech, LLC’s responsibility for its own acts or omissions.

 

17. Services and Recommendations

 

17.1 AJD Tech, LLC will perform Services with commercially reasonable care and skill. Troubleshooting can involve testing and uncertainty; no particular result is guaranteed unless expressly stated in a signed agreement.

 

17.2 Reasonable assistance under a Plan is limited to the scope and service levels stated in the MSA. Additional work requires Client approval where the MSA calls for it and may be billed at the applicable rate.

 

17.3 AJD Tech, LLC may recommend third-party Goods or Services. Client makes the business decision whether to acquire or use them. Third-party warranties and service terms govern those products; AJD Tech, LLC remains responsible for its own Services under the Agreement.

 

17.4 Client will reasonably cooperate with testing and troubleshooting and provide access and information needed to perform Services.

 

18. Force Majeure

 

18.1 Force Majeure: If AJD Tech, LLC is unable to supply any Goods or Services due to circumstances beyond our reasonable control, AJD Tech, LLC may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to the Client, in which case the Client will hold AJD Tech, LLC harmless.

 

18.2 AJD Tech, LLC will not be liable for any breach of contract due to any matter or thing beyond our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lockouts, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion, or accident.

 

19. Product Specifications

 

19.1 Alterations to Specifications: AJD Tech, LLC makes every effort to supply the Goods in accordance with the Order however AJD Tech, LLC may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

 

19.2 Substitute Goods: If AJD Tech, LLC cannot supply the Goods ordered by the Client, AJD Tech, LLC may supply alternate Goods of equal or superior quality provided however that the Client will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

 

20. Warranties

 

20.1 Manufacturer warranties, when offered, apply to third-party Goods. AJD Tech, LLC will reasonably assist Client in submitting a covered warranty claim if that assistance is included in the MSA; manufacturer performance remains the manufacturer’s responsibility.

 

20.2 Except for warranties expressly stated in the Agreement and rights that cannot lawfully be excluded, AJD Tech, LLC makes no additional warranty of uninterrupted operation or a particular business result.

 

21. Liability and Indemnification

 

21.1 Except for liabilities that cannot lawfully be limited, AJD Tech’s aggregate liability arising out of or relating to the Agreement shall not exceed the fees paid by Client to AJD Tech for Managed Services during the twelve (12) months immediately preceding the event giving rise to the claim.

 

21.2 To the fullest extent permitted by law, AJD Tech, LLC will not be liable for indirect, incidental, special, consequential, or punitive or exemplary damages; lost profits or revenue; lost business or goodwill; business interruption; or loss or corruption of data, whether arising in contract, tort, or otherwise, even if advised that such loss was possible.

 

21.3 AJD Tech, LLC is not responsible for loss caused by a third-party provider’s acts, omissions, outage, or failure, except to the extent directly caused by AJD Tech, LLC’s own breach of the Agreement or negligent acts or omissions. A cybersecurity incident that occurs despite AJD Tech, LLC’s implementation and performance of the security controls expressly agreed in the MSA does not, by itself, establish a breach or create liability. Nothing in this Section excuses AJD Tech, LLC’s failure to perform those controls or limits liability that cannot lawfully be limited.

 

21.4 The limitations and exclusions apply to all claims in the aggregate, regardless of theory of liability, and to AJD Tech, LLC’s employees, agents, and subcontractors. They do not limit Client’s obligation to pay fees due under the Agreement. If no Managed Services fees were paid during the preceding twelve months, the cap in Section 21.1 is zero; the parties should state a separate cap in a project-only agreement.

 

21.5 Client will defend, indemnify, and hold harmless AJD Tech, LLC and its personnel from third-party claims, damages, and reasonable defense costs to the extent arising from (a) Client’s unlawful content or unauthorized software use; (b) Client’s breach of a third party’s intellectual property or license rights; (c) Client’s instructions, configurations, or changes made by Client or its other providers against AJD Tech, LLC’s documented recommendation; or (d) Client’s failure to satisfy legal obligations for its own data, personnel, or business operations. This obligation applies only to the extent the claim is caused by the specified Client conduct and does not apply to the extent caused by AJD Tech, LLC’s breach, negligence, willful misconduct, or violation of law.

 

21.6 AJD Tech, LLC will promptly notify Client of a claim for which it seeks indemnification, reasonably cooperate at Client’s expense, and permit Client to control the defense with competent counsel. Client may not settle a claim imposing an admission, nonmonetary obligation, or unreimbursed payment on AJD Tech, LLC without its prior written consent, not unreasonably withheld. AJD Tech, LLC may participate with counsel at its own expense.

 

21.7 Nothing in these Conditions excludes or limits a right or remedy that applicable law does not permit the parties to exclude or limit. If a provision is unenforceable, the remainder remains effective. Any service credit expressly provided in an MSA is the sole remedy only for the specific service-level failure to which that credit applies; it does not displace claims for a separate breach.

 

22. Errors and Omissions

 

22.1 AJD Tech, LLC makes every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, AJD Tech, LLC may rescind the affected contract by written notice to the Client, notwithstanding that AJD Tech, LLC has already accepted the Client’s Order and/or received payment from the Client. The liability of AJD Tech, LLC in that event will be limited to the return of any money the Client has paid in respect of the Order.

 

23. Privacy

 

23.1 AJD Tech, LLC is collecting the Client’s personal information for the fulfilment of Quotes, Orders, and the provision of Goods or Services to the Client and it may retain and use it for any such purposes (“Authorized Purposes”).

 

23.2 The Client is required to provide your personal information to AJD Tech, LLC for Authorized Purposes.

 

23.3 AJD Tech, LLC may disclose the Client’s personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for the Client or in order to provide Goods or Services to the Client, to verify the information the Client provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm the Client’s requirements, to anyone proposing to supply Goods or Services to the Client, or to acquire Goods or Services on the Client’s behalf, or in respect of enquiries relating to any of the foregoing.

 

23.4 Otherwise AJD Tech, LLC will not disclose the Client’s personal information without the Client’s consent unless authorized by law.

 

23.5 The Client’s personal information will be held by AJD Tech, LLC and the Client can contact AJD Tech, LLC to request to access or correct it.

 

23.6 AJD Tech, LLC relies on the Client to submit correct information and details where requested. The Client accept that the Client may incur additional expenses if the Client submits incorrect information.

 

24. Website

 

24.1 AJD Tech, LLC makes no representations or warranties in relation to information available on our website, including without limitation:

 

24.1.1 that the information on the website of AJD Tech, LLC is complete or correct.

 

24.1.2 that the website of AJD Tech, LLC will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that AJD Tech, LLC endorses any internet site linked to our website or any third party products or services referred to on our website.

 

25. Insurance

 

25.1 AJD Tech, LLC will maintain at our own expense, commercial general liability insurance for personal injury and property damage. At the Client’s request AJD Tech, LLC will provide the Client with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal, and at other times as may be reasonably requested by the Client.

 

26. Service Requests

 

26.1 In order for AJD Tech, LLC to provide the Client with the agreed Service, the Client agrees to follow Our process for submittal of Service and Support Requests as outlined in Appendix A. 26.2 For any response-time or availability commitments in a Managed Services Agreement to apply, Service and Support Requests must be submitted using the methods and priority/escalation rules specified in these Conditions and/or the MSA (e.g., Critical/High by phone).

 

27. Access and Shared Responsibilities

 

27.1 Client will provide reasonable access to its systems, sites, accounts, personnel, and accurate information needed to perform the agreed Services and will identify its authorized primary and secondary decision-making contacts in the MSA.

 

27.2 Client authorizes AJD Tech, LLC to deploy the remote access, monitoring, security, and backup tools identified in the MSA or approved by Client. Client will maintain necessary connectivity, power, vendor subscriptions, and access permissions and promptly inform AJD Tech, LLC of material system changes.

 

27.3 Client remains responsible for its business decisions, data classification and retention, legal and regulatory obligations, employee training, physical security, prompt reporting of suspected incidents, appropriate cyber insurance, and approval of recommended controls and expenditures. AJD Tech, LLC remains responsible for performing the Services and controls it expressly agrees to provide.

 

27.4 If Client declines, delays, disables, or removes a security, backup, lifecycle, or other recommendation documented by AJD Tech, LLC, Client accepts the resulting increased risk and any additional work or charges approved under the MSA. AJD Tech, LLC is not responsible for loss to the extent caused by that decision, but remains responsible for its own agreed Services and negligence.

 

27.5 Client acknowledges that no cybersecurity system, monitoring service, antivirus product, endpoint detection system, backup system, firewall, email security system, or other technology can guarantee prevention or detection of all cybersecurity incidents. AJD Tech does not warrant that Client’s systems will be immune from unauthorized access, malware, ransomware, phishing, data loss, business email compromise or other cybersecurity events.

 

27.6 References to “24×7×365 monitoring” mean automated monitoring by applicable systems and platforms and do not mean continuous human observation of Client systems by AJD Tech, LLC personnel. Monitoring, alert review, incident response, and restoration are distinct activities; each is provided only to the extent and during the hours expressly stated in the MSA.

 

28. Third Party Authorizations

 

28.1 At times AJD Tech, LLC may need to contact the Client’s third-party providers on the Client’s behalf, such as the Client’s internet provider. Some of these providers may require the Client’s authorization for AJD Tech, LLC to deal on the Client’s behalf. It is the Client’s responsibility to ensure that AJD Tech, LLC is able to deal freely with these providers.

 

29. Payment and Default

 

29.1 Payment due date: All invoices issued to the Client are due and payable to AJD Tech, LLC within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

 

29.2 7 days late: Where the Client fails to pay an invoice within seven (7) days of the due date, AJD Tech, LLC may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to the Client.

 

29.3 Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by the Client to AJD Tech, LLC and will be recoverable from the Client, in addition to the original invoice cost. If the Client defaults in payment of any invoice on time, moneys which would have become due by the Client at a later date shall be immediately due and payable without any further notice to the Client. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

 

29.4 Interest: If payment of any Sum Due is not made on time, AJD Tech, LLC will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated, and charged daily on and from the due date until the Sum Due is paid in full.

 

29.5 Application of funds: All payments of the Sum Due made by the Client to AJD Tech, LLC will be applied as follows:

 

29.5.1 First, in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by AJD Tech, LLC in relation to any dishonored cheque fees, collection costs or any other action taken by AJD Tech, LLC for the recovery of any amounts owing by the Client to AJD Tech, LLC,

 

29.5.2 secondly, in or towards payment of any interest due or payable hereunder, and

 

29.5.3 thirdly, in or towards payment of the Client’s debts to AJD Tech, LLC in order from the longest standing due to the most recently incurred.

 

29.6 Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, AJD Tech, LLC may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to the Client.

 

29.7 Other remedies: AJD Tech, LLC may exercise any of Our rights and remedies including taking legal action against the Client for the recovery of any moneys due to AJD Tech, LLC, notwithstanding it may have exercised other rights under these Conditions.

 

30. Non Solicitation of Personnel

 

30.1 During the term of Services and for twelve (12) months after they end, Client will not directly or indirectly solicit for employment or hire any AJD Tech, LLC employee or contractor who had material contact with Client in performing Services during the preceding twelve (12) months. This restriction does not apply to an employee or contractor who had no material contact with Client.

 

30.2 If Client breaches Section 30.1 by hiring a covered person, Client will pay a recruitment and hiring fee equal to thirty-five percent (35%) of that person’s annual base compensation immediately before the hire. The parties intend this amount as a reasonable estimate of replacement and recruiting costs that are difficult to calculate at the time of contracting, not a penalty. AJD Tech, LLC may seek other relief available under applicable law, but may not recover the same loss twice.

 

30.3 This Section does not restrict an employee’s ability to resign or seek employment. The restriction applies only to Client’s conduct and only to the extent permitted by applicable law.

 

31. Software

 

31.1 Client is responsible for maintaining adequate rights and licenses to software it provides or directs AJD Tech, LLC to install. AJD Tech, LLC is responsible for licenses to its own tools unless the MSA states otherwise.

 

31.2 Claims by third parties arising from unauthorized use or license violations by Client are governed by Section 21.5. Third-party software defects and service outages are governed by Sections 20 and 21.3.

 

31.3 Ownership and permitted use of custom software or work product will be stated in the applicable project agreement; absent such a writing, AJD Tech, LLC retains ownership of its preexisting tools, methods, and custom software, and Client retains ownership of its data.

 

32. Intellectual Property and Confidentiality

 

32.1 Each party retains ownership of its preexisting intellectual property and confidential information. Client represents that it has the rights needed to provide its data and materials for performance of the Services. Third-party claims involving Client-provided content or licenses are addressed in Section 21.5.

 

32.2 Each party will use the other party’s nonpublic information only to perform or receive Services, protect it using commercially reasonable measures, and disclose it only to personnel or providers with a need to know who are bound by confidentiality obligations, or as required by law. This duty excludes information independently developed, lawfully received without restriction, publicly available without breach, or approved for release in writing.

 

32.3 Client owns its data. AJD Tech, LLC retains its preexisting intellectual property, tools, scripts, and methods. A signed project agreement may provide different ownership terms for specific deliverables.

 

33. Security Incident Coordination

 

33.1 If AJD Tech, LLC becomes aware of a suspected security incident materially affecting systems within its agreed service scope, it will promptly notify the primary decision-making contact identified in the MSA and, if that contact cannot reasonably be reached, the secondary decision-making contact. It will provide information reasonably available to it and cooperate within the scope of agreed Services.

 

33.2 Client directs incident response decisions and determines, with its advisers as appropriate, whether an event is a legally reportable breach and whether, when, and to whom notices are required. Client decides whether to retain breach counsel and is responsible for contacting its cyber insurer and satisfying policy notice conditions. AJD Tech, LLC will not make legal determinations or give legal advice.

 

33.3 Forensic investigation, preservation of evidence beyond ordinary operational logs, legal advice, regulatory analysis, and notification services are outside Managed Services unless expressly included in an MSA or separately agreed in writing. Remediation, rebuild, restoration, and recovery work after an incident may be billable under the MSA or an approved statement of work. AJD Tech, LLC will not intentionally destroy reasonably identified relevant evidence and will coordinate with Client’s designated incident team where practicable.

 

33.4 Each party will comply with mandatory legal duties applicable to it. Nothing in this Section transfers a statutory obligation that the law imposes directly on AJD Tech, LLC.

 

When you contact us to submit a service request or to request support only the methods below must be used:

 

Phone: (219)440-6611

 

Email: help@ajdtech.com

 

Website: https://ajdtech.com

 

Help Application: The “AJD Tech Help Button” application, when available on client computer desktops.

 

Include a brief description of the problem and any screenshots of errors to assist in the resolution of the issue.

 

If the issue is being submitted by either phone or external email you must include your name, company, or organization name, and return contact details.

 

Service and Support Requests that must be addressed outside of business hours must be submitted by phone (charges may apply for after-hours work). If not, the Service or Support Request will be processed on the next Business Day.