Fort Loramie, Ohio
Aligning the Right Technology for your Business

Terms and Conditions

  1. Align Right by its acceptance hereof, agrees to furnish to the named client (hereinafter referred to as “client”) the described Technology Services (hereinafter referred to as “Agreement”) on the following terms.
  2. Technology Services are professional services rendered on-site or through remote communication methods by Align Right for Clients requesting assistance with but not limited to configuring, installing, troubleshooting, upgrading, securing, supporting their computer or telephony networks inclusive of the hardware, software, and interconnected systems.
  3. All work shall be performed in a workmanlike and professional manner.
  4. Align Right shall have the right to determine the method, details, and means of performing the work to be performed for Client.  When work is performed at Client’s premises, Client shall provide a work environment which is clean, safe and conducive to the conduct of business.
  5. Client will not withhold payment of any amounts or otherwise default under this Agreement by reason of any claim that Align Right has failed to perform its obligation hereunder, unless Client provides Align Right with written notice of the specific alleged failure and provides Align Right thirty (30) days from certified mail to Align Right’s address shown on the billing invoice to substantially cure said failure.
  6. Client shall pay reasonable collection costs incurred by Align Right in the collection of any amount due hereunder, and in the recovery of any property pursuant to or in the enforcement of rights against the Client, including attorney’s fees and costs, whether or not suit is brought.
  7. Align Right shall not be liable to Client for any failure or delay caused by events beyond Align Right’s control, including, without limitation, Client’s failure to furnish necessary information; sabotage; failures or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages or labor, fuel, raw materials, or equipment; technical or power failures.
  8. Align Right will not be responsible for indirect, incidental, or consequential damages including but not limited to lost profits or damages arising out of use or inability to use the computer equipment.  Align Right’s aggregate maximum liability relating to services under this Agreement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to Align Right for the portion of its services or work products giving rise to liability.  Neither Client nor Align Right will be liable to the other for consequential or punitive damages (including lost profits or savings) even if aware of their possible existence.
  9. Client will indemnify Align Right and hold Align Right harmless from and against any and all third party claims, demands, actions, losses, liabilities, cost and expenses (including reasonable attorney’s fees and costs) arising out of or resulting from the performance or lack of performance, of Client’s activities under this Agreement except to the extent caused by Align Right’s gross negligence or intentional misconduct.
  10. Align Right and Client are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties.  Nothing in the Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Align Right or any employee or agent of Align Right.
  11. Align Right makes no guarantee as to system uptime, nor can Align Right predict all failures or events that may impact client systems.  Align Right is not responsible for lost data. Client acknowledges its responsibility to and agrees to regularly back-up the system.
  12. This Agreement shall be governed by the laws of the State of Ohio and constitutes the entire Agreement between Align Right and Client with respect to furnishing of services hereunder.  No provision of the Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in the writing by the party against whom it is sought to enforce the waiver, amendment or modification. Any claim or action arising out of or relating to this Agreement shall be resolved in the federal or state courts sitting within Shelby County in the State of Ohio and the parties consent to the personal jurisdiction and exclusive venue of these courts for the purpose of litigating all such claims or disputes.
  13. Each party will keep confidential any financial, statistical, business, technical, copyrighted or confidential or proprietary information of the other party which may be submitted by one party to the other (including the price paid for product and/or services, any discounts, any special payment terms, and any other negotiated terms of this Agreement). And each party agrees to keep such information confidential by using the same care and discretion that is uses with similar confidential and proprietary information of its own and will instruct its personnel to do so.
  14. Labor rates are included in Agreement and are subject to change from time to time at the discretion of Align Right.
  15. All Align Right services are billed on a time and materials basis at the agreed upon hourly labor rate, unless otherwise specified in a separate Statement of Work.
  16. Align Right and Client shall determine the schedule of work and will use best efforts to accommodate work schedule requests as soon as possible.  Once work is scheduled and confirmed by Client, should Client cancel or postpone the work within seven (7) business days of the start date, a cancellation fee may be charged.  The cancellation fee, to be determined by Align Right, may be up to one-half the value of the lost time.
  17. For any project exceeding eight (8) hours to complete, Align Right may require that Client sign a separate Statement of Work, which shall be appended to this Agreement and incorporated herein.  The Statement of Work will set forth the specific services to be provided, the deliverables, the project duration/schedule, the fee for services rendered, if different from the hourly rate and charges as set forth in Appendix A, and any other pertinent details.  Any changes to the project after the Statement of Work has been signed shall require a written Change Order signed by the parties.  In executing a Statement of Work, Client understands that the Terms of this Agreement will apply, except as specifically and expressly stated in said Statement of Work.
  18. Align Right shall not be obligated to perform or provide services as called for in this Agreement unless the Client is current with all payments due to Align Right under this or any agreement.
  19. After execution of this Agreement, the term of this Agreement shall commence on the date shown on this Agreement and shall initially be for a period of twelve (12) months. Risk of loss passes to Customer when equipment is delivered to either Customer or Align Right for configuration, repair, or modification. Customer assumes full risk of loss and Customer’s insurance shall be the solely responsible for any loss regardless of cause or location of equipment.