These Terms constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede all oral or written agreements and understandings, and, to the extent permissible by law, supersede all statutory provisions regarding scope and duration of Seller’s warranties and the availability of remedies with regard to such subject matter. No additions to or modifications of Seller’s Terms shall be binding upon Seller unless agreed to by Seller in a signed document executed by an authorized representative of Seller.
PricingPrices vary case by case basis specific to individual needs. Please refer to your individual services agreement for specific pricing of services.
Prices quoted are firm, fixed and do not include freight or transportation charges or insurance, duties, export charges, tariffs, governmental charges, or applicable taxes, including, without limitation, excise, sales or use taxes. Any taxes (other than taxes with respect to Seller’s income) payable on transactions hereunder shall be the responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes or other special charges that are or may become payable by Seller.
Customer agrees that payment for DefSec Services are not contingent upon any particular results or outcomes. DefSec does not warrant or predict results or developments in this matter.
DefSec will bill Customer weekly for all fees and expenses incurred in connection with the Services during the preceding billing period. All outstanding balances billed by DefSec to Customer are due upon receipt.
Customer agrees to review invoices upon receipt of each invoice and will advise DefSec within 7 days of the receipt of each invoice as to any objection Customer has with the form or substance of the invoice. Lack of timely objection to an invoice shall be evidence of Customer’s agreement to pay the invoice in full. DefSec reserves the right to terminate this engagement if payment of fees and expenses billed is not made within 30 days of the invoice date. If such termination occurs, DefSec shall be entitled to payment for all services performed prior to termination.
If a final report, deposition or trial testimony is required, DefSec reserves the right to request payment of outstanding fees and expenses prior to submission of such report or testimony.
Customer shall be solely responsible for payment of all fees and expenses as described in the Customer Services Agreement. In the event that Customer has arranged for a third party to pay DefSec, DefSec will accept payment from such third party in place of a direct payment, but Customer agrees that DefSec shall under no circumstances be obligated to recover any outstanding fees or expenses from third parties on Customer’s behalf. Customer may not assign any of its duties or obligations under this Agreement without the express prior written consent of DefSec.
Services are being provided as outlined in the Customer Services Agreement. No products are being sold, and therefore, there are no returns or refunds for the services performed.
Any shipments relevant to the services outlined in the Customer Services Agreement would be the Customer's responsibility and will be included in the invoice(s).
No Shipping Days
DefSec will not be able to make any shipments on the days when commercial shipping services are not available due to holidays, weather, etc.
Unless otherwise required by the applicable Law, Customer and DefSec each expressly undertake to retain in confidence and to require their respective employees and contractors to retain in confidence all information, materials and know-how exchanged in connection with this Agreement and identified as being proprietary, privileged, and/or confidential or which, by the nature of the particular disclosure, ought in good faith to be treated as proprietary, privileged, and/or confidential (the “Confidential Information”). DefSec and Customer each further agree that they will make no use of such Confidential Information except as consistent with the terms and purpose of this Agreement or with the specific prior written consent of the other Party.
Notwithstanding the foregoing, each Party may disclose Confidential Information on a need-to-know basis to its respective legal counsel, accountants, and financial advisors.
Customer understands that if illegal content such as child pornography is discovered at any time that DefSec is performing work for Customer, DefSec will contact a law enforcement agency and turn over the illegal content and any related materials to them.
Warranty and Remedies
DefSec warrants to perform the Services with professional thoroughness and competence. No other warranty or representation, whether express or implied, is created by this Agreement or in connection with the Services. DefSec’s sole liability, and Customer’s sole remedy, in connection with this Agreement shall be limited to having DefSec bear the reasonable cost of redoing (or, at DefSec’s option, having redone) any Services that do not meet the above warranty. Such remedy shall be available only in the event that Customer reports in writing any breach of DefSec warranty within sixty (60) days of such breach, and provides documentation of such breach.
IN NO EVENT SHALL DEFSEC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING IN CONNECTION WITH THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF DEFSEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES RESTRICT THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY IN ALL CASES.
Customer warrants that Customer has legal access to all computers, media, or other materials to be examined. Customer agrees to indemnify and defend DefSec and their agents against any legal action arising from DefSec performing services enumerated in the Customer Services Agreement.