Datex Inc. Integration Services Supplemental Terms & Conditions

The estimation of the costs contained in this Quote is based exclusively on the documentation provided to Datex by the customer at the time of this Quote. Any changes to the documentation will require submission of a Change Order in the form required by the Master Agreement as supplemented by the requirements documentation and/or Statement of Work. The authorization of this Quote is intended to supplement the Master Agreement between the parties and will be governed by the terms of said Master Agreement, unless there is a conflict between the terms of the Master Agreement and this Quote, at which time the terms of the Quote will govern.

Payment Terms

All prices are quoted in USD, unless otherwise noted. Applicable taxes have been and/or will be added only when required.
If Datex is not required to, or does not collect sales or use tax, customer is required to review untaxed purchases and, if any tax is owed, file a use tax return and pay any tax due to the appropriate state agency.
The Services defined in this quote require an initial configuration detailed in the One Time Section herein.
Work will commence once payment for all professional services detailed in the One Time Section are paid to Datex.
The monthly items delineated and itemized herein are intended to be provided by Datex to the customer on a month-to-month basis. Upon execution of this quote, the first and last month of the monthly items are due and payable to Datex. The regular billing of the monthly items will commence when the service is activated for testing. The customer may cancel the monthly subscription items by providing thirty (30) days’ notice to Datex.

Warranty

Datex warrants that all Services will be performed in accordance with industry standards and in a workmanlike and reasonably diligent manner consistent with professional standards of performance generally accepted within the industry to transmit and deliver the data furnished by the Customer in industry standard format. This warranty is given in lieu of all other expressed and implied warranties. Datex makes no other warranties of any kind, including but not limited to any implied warranties of merchantability, non-infringement, data accuracy, quiet enjoyment, or fitness for a particular purpose. Customer acknowledges that the services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, and Customer agrees that none of Datex and its suppliers is responsible for any delays, delivery failures, errors, security breaches or other damage resulting from such problems. Customer is responsible for taking appropriate precautions against damages to its operations, which could be caused by services defects, errors, interruptions, or malfunctions. If data furnished by the Customer is lost, destroyed, or impaired (“Loss”) through the sole negligence of Datex, then Datex’ liability and Customer’s sole remedy shall be that Datex will either (i) to the extent reasonably possible, restore Customer’s data from Datex’ archives if Datex is notified in writing of the Loss within sixty (60) days of the Loss, or (ii) if Datex is notified of the Loss beyond said sixty (60) day period, provide to the Customer a credit for the charges paid to Datex in connection with the transmission of the lost data. The remedies set forth above are the exclusive remedies for any breach of warranty.

Limitations of Liability

IN NO EVENT WILL DATEX OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY FORM OF DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, CHARGEBACKS, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL), OR OTHER DAMAGES RESULTING FROM OR IN CONNECTION WITH ANY SERVICES PROVIDED TO CUSTOMER UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR NEGLIGENCE, EVEN IF DATEX OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS HAVE BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE. This limitation of liability includes, but is not limited to, any damages caused by: (1) the integrity of the data supplied by Customer in Customer’s transmission requests; (2) Delays in data transmission; or (3) fees, chargebacks, fines, or penalties assessed against Customer by any of Customer’s trading partners for any reason, whether or not the fault of Datex. neither party will be liable for its inability to perform to the extent caused by conditions beyond its reasonable control, including but not limited to: internet viruses, slowdowns or unavailability; environmental conditions at your Premises; your third-party provider or other contractors; labor disputes; perils; or other hazards. Datex reserves the right to amend the terms of this Agreement at any time upon thirty (30) days prior notice to the Customer.