General Terms & Conditions

These General Terms and Conditions govern all products and services supplied by Top Grade Tech.

Table of Contents

1. Definitions and Interpretation

  1. In these conditions:
    1. Business Day means Monday through Friday, excluding public holidays in Colorado.
    2. Calendar Month means any month from a date in one month to the day before the corresponding date in the next month.
    3. Charges means the fees payable by you for products and/or services.
    4. Customer means the person, company, firm, or business buying products and/or services from Top Grade Tech.
    5. Contract means the agreement between Top Grade Tech and the Customer for the supply of products and/or services.
    6. Service Provider means Top Grade Tech.
    7. Order means a Customer instruction for products/services, including written acceptance of a quotation.
    8. Services means the managed services, support services, subscriptions, and related professional services supplied by Top Grade Tech.
    9. Software means applications and related documentation provided as part of the services.
  2. Unless the context otherwise requires:
    1. Words in the singular include the plural and vice versa.
    2. References to statutes include amendments and re-enactments.
    3. Headings do not affect interpretation.

2. Application of These Conditions

  1. These conditions apply to all contracts for the supply of products and/or services by Top Grade Tech.
  2. Terms in any Customer purchase order or similar document do not apply unless expressly agreed in writing by Top Grade Tech.
  3. A quotation does not constitute an offer capable of acceptance; it is an invitation to treat.
  4. A contract is formed when Top Grade Tech accepts an order in writing, or starts performance.
  5. Any quotation is valid only for the period stated in the quotation.
  6. If there is a conflict, the following order of precedence applies:
    1. Signed service agreement or proposal.
    2. Statement of work / order form.
    3. These General Terms and Conditions.

3. Contract Term

  1. Unless stated otherwise in writing, the contract begins on the commencement date and continues for the initial term.
  2. After the initial term, the contract renews for successive periods unless terminated in accordance with these conditions.
  3. Minimum terms and renewal periods may be defined in the specific service agreement or order.

4. Termination

  1. Either party may terminate by giving the notice period stated in the applicable agreement.
  2. Top Grade Tech may terminate immediately if the Customer:
    1. Commits a material breach not remedied within the cure period.
    2. Fails to pay undisputed charges when due.
    3. Becomes insolvent, enters administration, or ceases trading.
  3. On termination:
    1. All outstanding charges become immediately due.
    2. Access to services may be withdrawn.
    3. Each party returns or destroys the other party’s confidential information, subject to legal retention duties.
    4. Clauses that by nature survive termination remain in force.

5. Representation

  1. The Customer confirms it has full authority to enter the contract.
  2. The Customer warrants that all information provided to Top Grade Tech is accurate and complete.
  3. Top Grade Tech may rely on instructions from authorized Customer representatives.

6. Notices

  1. Any notice under the contract must be in writing.
  2. Notices may be delivered by email, hand delivery, or prepaid post to the last notified address/contact.
  3. Notices are deemed received:
    1. On delivery, if hand-delivered.
    2. On the next Business Day, if sent by email before 5:00 PM local time.
    3. Two Business Days after posting, if sent by prepaid post.

7. Governing Law

  1. The contract is governed by the laws of the State of Colorado.
  2. The parties submit to the exclusive jurisdiction of the courts in Colorado, unless otherwise required by law.

8. Assignment

  1. The Customer may not assign or transfer rights/obligations without prior written consent from Top Grade Tech.
  2. Top Grade Tech may assign the contract to an affiliate, successor, or purchaser of its business.

9. Variation

  1. No variation is effective unless it is in writing and signed (or otherwise formally approved) by authorized representatives of both parties.

10. Severance

  1. If any part of these conditions is invalid or unenforceable, the remainder stays in full force and effect.
  2. The invalid provision is modified to the minimum extent needed to make it enforceable.

11. Waiver

  1. No delay or failure to enforce a right is a waiver of that right.
  2. Any waiver must be in writing and applies only to the specific matter waived.

12. Entire Agreement

  1. The contract constitutes the entire agreement between the parties regarding its subject matter.
  2. It supersedes prior proposals, discussions, and communications relating to the same subject.

13. Relationship of Parties

  1. The parties are independent contractors.
  2. Nothing in the contract creates a partnership, joint venture, agency, or employment relationship.

14. Third Party Rights

  1. A person who is not a party to the contract has no right to enforce any term of the contract.

15. Limitation of Liability

  1. Nothing in the contract limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.
  2. Subject to clause 15.1, Top Grade Tech is not liable for:
    1. Loss of profits, revenue, contracts, or goodwill.
    2. Indirect or consequential loss.
    3. Loss arising from Customer delay, Customer equipment, or third-party acts beyond Top Grade Tech’s reasonable control.
  3. Subject to clause 15.1, Top Grade Tech’s aggregate liability in any rolling twelve-month period is limited to the total charges paid/payable by the Customer in that period for the affected service.

16. Non-Solicitation

  1. During the contract term and for twelve months after termination, the Customer will not directly solicit for employment any employee assigned to the Customer account, except via general public recruitment not specifically targeting such employee.

17. No Set-Off

  1. All sums due must be paid in full without set-off, deduction, or withholding except where required by law.

18. Data Protection

  1. Each party will comply with applicable data protection and privacy laws.
  2. Where required, the parties will execute a data processing agreement governing personal data handling.
  3. The Customer is responsible for the lawfulness of data provided to Top Grade Tech.

19. Confidentiality

  1. Each party must keep the other party’s confidential information secure and not disclose it except:
    1. To personnel/contractors who need to know and are bound by confidentiality obligations.
    2. Where disclosure is required by law or regulatory authority.
  2. Confidentiality obligations survive termination of the contract.

20. Warranties

  1. Top Grade Tech warrants that services will be provided with reasonable care and skill.
  2. Unless expressly stated in writing:
    1. Top Grade Tech gives no warranty that third-party products/software will be error-free or uninterrupted.
    2. Manufacturer warranties apply to equipment and software where available.
  3. Except as set out in the contract, all other warranties (express or implied) are excluded to the maximum extent permitted by law.

21. Liability and Indemnity

  1. The Customer indemnifies Top Grade Tech against claims, losses, damages, costs, and expenses arising from:
    1. Customer misuse of services.
    2. Breach of contract by the Customer.
    3. Infringement caused by Customer content, instructions, or materials.
  2. This indemnity is subject to Top Grade Tech mitigating losses where reasonably possible.

22. Errors and Omissions

  1. Top Grade Tech reserves the right to correct typographical, clerical, or pricing errors and omissions in documentation, quotations, and invoices.
  2. Any correction will be made in good faith and communicated to the Customer.

23. Intellectual Property Rights

  1. All intellectual property rights in Top Grade Tech tools, processes, templates, and pre-existing materials remain with Top Grade Tech or its licensors.
  2. Customer receives a non-exclusive, non-transferable right to use deliverables solely for internal business use and only for as long as charges are paid.
  3. Third-party software is subject to third-party license terms.

24. Equipment and Services

  1. Top Grade Tech may provide equipment, software, subscriptions, and related services under the contract.
  2. Services may include onboarding, monitoring, maintenance, remote support, help desk, cybersecurity services, and communications support.
  3. Delivery and provisioning dates are estimates unless expressly stated as fixed in writing.

25. Service Provider Responsibilities

  1. Top Grade Tech will use reasonable skill and care in delivering agreed services.
  2. Top Grade Tech will provide appropriately qualified personnel.
  3. Top Grade Tech will perform services in accordance with applicable law and agreed service scope.

26. Acceptance Testing

  1. Where acceptance testing is specified, Customer must test within the agreed acceptance period.
  2. Services are deemed accepted if:
    1. Customer confirms acceptance in writing; or
    2. Customer uses the service in production; or
    3. The acceptance period expires without written rejection detailing material non-conformance.

27. Service Availability and Fault Reporting

  1. Service levels apply only where expressly included in the applicable service schedule.
  2. Faults must be reported through approved support channels.
  3. Top Grade Tech will use commercially reasonable efforts to resolve faults based on priority and impact.

28. Remote Access

  1. Customer authorizes Top Grade Tech to use remote tools to access systems for service delivery and support.
  2. Customer must maintain secure connectivity and credentials needed for support.
  3. Remote access may be logged for security and audit purposes.

29. Planned Maintenance and Changes

  1. Planned maintenance may occur during maintenance windows.
  2. Top Grade Tech will give reasonable notice for planned work that may materially affect service availability.
  3. Emergency maintenance may be performed without prior notice where necessary to protect service integrity or security.

30. Customer Responsibilities

  1. The Customer must:
    1. Provide timely access to systems, sites, and authorized contacts.
    2. Maintain supported hardware/software environments unless otherwise agreed.
    3. Keep current backups and business continuity arrangements where they remain Customer-managed.
    4. Follow reasonable security recommendations and acceptable use requirements.
    5. Promptly provide information required for diagnostics and remediation.
  2. Delays caused by the Customer may result in adjusted timelines and additional charges.

31. Charges

  1. Charges are as set out in the applicable quotation, order, proposal, or service schedule.
  2. Top Grade Tech may review recurring charges at renewal or where third-party costs materially increase.
  3. Additional work outside scope is chargeable at agreed rates or standard rates if not otherwise stated.

32. Payment Terms

  1. Invoices are payable within the term stated on the invoice unless otherwise agreed in writing.
  2. If payment is not made on time:
    1. Top Grade Tech may charge interest at 12% per annum above the prime lending rate from the due date until paid.
    2. Top Grade Tech may recover reasonable collection costs.
  3. All amounts are exclusive of taxes unless expressly stated otherwise.

33. Right to Suspend Services

  1. Top Grade Tech may suspend some or all services on written notice if:
    1. The Customer fails to pay undisputed charges after reminder.
    2. Continued service creates material security, legal, or operational risk.
    3. Suspension is required by law, regulator, or upstream provider.
  2. Where practical, Top Grade Tech will restore services promptly after the suspension trigger is resolved.

34. Contact Information

Top Grade Tech
2001 Oakshire Lane, Suite C
Pueblo, Colorado 81001

Email: support@topgradetech.com
Phone: 719-766-0944