Service Agreement – Terms and Conditions
Retire-IT, LLC, a corporation having its principal place of business in Columbus, Ohio, and its authorized logistics and processing agents (collectively referred to herein as “Retire-IT”), provide electronic Equipment end-of-life management services to businesses and institutions. This Service Agreement for contract services (”Agreement”) is entered into between Retire-IT and the enrolled customer, shipper, and/or consignee (hereinafter collectively referred to as “Client”) (hereinafter both Retire-IT and Client collectively referred to herein as “the Parties”). Client agrees to the Agreement’s TERMS AND CONDITIONS (“Terms”), which no agent or employee of the parties may alter. Any request for service (“Request”) is considered an acceptance of these Terms. These Terms shall apply to this and all future Requests unless and until these Terms are altered or amended by Retire-IT’s issuance of new Terms, which will be found at http://retire-it.com/terms. The Agreement is effective as of the date of enrollment and/or the date of a Request.
“Equipment” shall mean all electrical and electronic equipment, primarily computer equipment, accepted by Retire-IT for processing pursuant to the terms of this Agreement.
“Item” shall mean any serialized piece of Equipment to be included in reports. An Item shall include, but not be limited to, computers, servers, monitors, terminals, printers, copiers, personal digital assistants, fax machines, scanners, networking equipment, uninterruptible power supplies, data storage devices, telephone systems, and other Equipment to be tracked as an individual Items for reporting purposes. Items shall also include individual hard disk drives, backup tapes, and other Equipment that may contain sensitive information.
“Peripherals” shall mean any Equipment that is not generally considered an Item, miscellaneous computer component parts and Equipment such as keyboards, mice, computer cables, video adapters/interfaces, motherboards, floppy disk drives, network interface cards, etc.
“Fair Market Value” (“FMV”) shall mean the market price for similar Equipment traded in similar volumes in the used computer marketplace as determined in good faith by Retire-IT.
“Secured Logistics” shall mean the method and system for tracking Items between geographic venues where Items are labeled and tracked with unique bar-coded disposal tags.
“Third Party” (or “Third Parties”) shall include, but not be limited to, the following: carriers, truckmen, cartmen, forwarders, agents, warehousemen, processors, and others to whom the Equipment is entrusted for transportation, cartage, handling, storage, delivery, and/or processing. Unless services are performed by persons or firms engaged pursuant to instructions from the Client, Retire-IT shall use reasonable care in its selection of Third Parties.
Service Consideration and Obligations
Retire-IT shall package, transport, process, test, recycle, remarket, and/or destroy Equipment for the Client (“Services”). Retire-IT reserves the right, in its sole discretion, to refuse any Request at any time.
Retire-IT will confirm a Request with the Client with the issuance of a unique tracking number associated with the job, lot, and/or work order (“Manifest”) for reference purposes. The unique tracking number associated with a Manifest (“Manifest ID”) will identify Bill of Lading (“BOL”) information such as origin location, date of receipt, and physical piece-count confirmation.
Retire-IT may provide Client bar-coded asset tags (“Disposal Tag”) to affix on Items prior to pickup. Each Disposal Tag sticker is printed with a unique identifier (“Item ID”). Client shall document the use of any Disposal Tag and destroy any remaining/unused Disposal Tags.
Third-Party freight agents (“Carriers”) shall package and/or ship Equipment for processing, remarketing, and/or recycling by Third Party processing agents (“Processors”). Processor and Carrier may or may not be the same entity. Carriers shall package all items for shipment to ensure safe transport and handling of the Equipment, both on and off the truck.
Client shall confirm the BOL information with the Carrier at the origin location. Client shall retain signed copies of BOL and Retire-IT transportation-related documents. Client shall fax or scan/email copies of BOL and transportation-related documents to Retire-IT within one (1) business day following a completed pickup. Client shall notify Retire-IT if there is a piece-count discrepancy or missing or incomplete paperwork (i.e., missing or incomplete Driver Sheet, Inventory Detail, etc.). All BOL are NON-NEGOTIABLE and have been prepared by the enrolled Client or by Retire-IT on behalf of the Client and shall be deemed, conclusively, to have been prepared by the Client. Any unauthorized alteration or use of BOL or tendering of shipments to any Carrier other than that designated by Retire-IT, or the use of any BOL not authorized or issued by Retire-IT shall VOID the Retire-IT’s obligations to make any payments relating to this shipment and VOID all rate quotes.
Upon delivery and acceptance by Processor, Equipment will be evaluated and tested to determine the appropriateness of refurbishing and reselling Equipment. Unless otherwise noted in a written work order, all Client asset identification tags will be removed and destroyed during Equipment processing. Electronic data on electronic storage devices will be destroyed or rendered unrecoverable, either electronically or physically. If any Equipment received is deemed unsuitable for resale due to physical damage and/or technological obsolescence, Equipment will be disassembled for recycling, and such Equipment shall be disposed of in an environmentally sound manner per all applicable State and Federal regulations.
Retire-IT shall provide to Client with an objective assessment of Item tracking and Equipment disposition activities (“Report” or “Reporting”). Retire-IT reporting is intended to provide Client with unbiased audit trail evidence to satisfy compliance requirements. Retire-IT intends to independently obtain inventory records from Client and from Processor. Retire-IT shall compare inventory records to test chain-of-custody. To confirm transfer-of-custody (“Track” or “Tracked”) of an Item purported to be disposed of by Client, Retire-IT will match the Item ID and/or manufacturer serial number. Retire-IT shall notify Client of any Item not Tracked (“Untracked”).
Client agrees to only send computer and other office electronic Equipment and related materials to Retire-IT for processing. Retire-IT cannot process hazardous materials that are not particular to electronic Equipment. Equipment shall be considered nonconforming after the initial evaluation of each shipment if it fails to conform to the characteristics agreed to by Retire-IT in any material respect (“Nonconforming Equipment”).
If Equipment is discovered to be Nonconforming Equipment, Retire-IT may revoke its acceptance of the Equipment within five (5) business days of Retire-IT’s discovery of the nonconformity. The revocation of acceptance shall be effective immediately upon receipt by the Client of oral notice followed by written notice of the nonconformity. The Client shall notify Retire-IT within seven (7) business days following receipt of such notice as to any alternative lawful manner of disposition of the Nonconforming Equipment. If the Client fails to so direct Retire-IT, Retire-IT shall prepare for lawful transportation and return the Nonconforming Equipment to the Client at the Client’s expense.
Retire-IT retains the right not to service Nonconforming Equipment. However, if Retire-IT is willing and capable of servicing the Equipment, Retire-IT shall notify the Client of the nonconformance as mentioned above and supply the Client with the price for servicing the Nonconforming Equipment if the price is above and beyond the standard price per pound charged in this Agreement. Upon agreement of the price, the Nonconforming Equipment shall become conforming and shall be processed by Retire-IT in accordance with the terms of this Agreement.
If Retire-IT cannot or chooses not to service the Nonconforming Equipment, or the Client elects not to have Retire-IT service the Nonconforming Equipment at the price quoted by Retire-IT, the Client shall pay Retire-IT the reasonable cost of handling the Nonconforming Equipment. Reasonable costs shall include but are not limited to transportation, unloading, loading, preparing, storing, and caring for the Nonconforming Equipment.
If the Equipment is discovered to be nonconforming, Retire-IT shall be responsible only for its employees’, agents’, subcontractors’, or invitees’ negligence with respect to such Nonconforming Equipment.
Electronic Data on Equipment and Data Security
Retire-IT will not be able to return Equipment once it has been picked up. Client shall ensure any electronic data or information (“Data”) on the Equipment is backed up and remains with the Client. Retire-IT will perform data destruction services described in conjunction with the Agreement with commercially reasonable care. No data destruction process leaves Equipment as free from residual data as a new product. It is the Client’s responsibility to protect any confidential or sensitive data contained on Equipment. Retire-IT makes no recommendations regarding the Client’s data security needs or representations regarding the effectiveness of one method of data destruction over another.
Standard fees shall include a single-pass or multiple-pass data destruction method that overwrites disk data with characters performed in accordance with the U.S. Department of Defense 5220.22-M standard and NIST standards. Inoperable drives shall be removed and physically destroyed. Unless agreed to in writing in advance, data destruction service shall be performed, and data destruction fees shall be assessed for any CPU or CPU-related device. Software overwrite data destruction methods able to prevent standard software recovery tools from recovering the original data stored. This method is an accepted industry standard for clearing disks of sensitive data, but NOT for sanitizing disks with classified or top secret information. For sensitive data, Retire-IT advises Clients to elect optional onsite data destruction and certified data sanitization services.
Rates and Fees
Retire-IT will charge Clients a fee based on the type of Equipment handled and service required. The Client shall be liable, jointly and severally, for all charges payable on account of such Client’s shipment, including but not limited to transportation, fuel, and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and Retire-IT’s attorney fees and legal costs allocable to this shipment and all disputes related thereto.
Standard fees shall include processing of Equipment. Standard processing includes destroying electronic data, removing corporate marking and corporate asset tags, de-manufacturing Equipment for recycling or preparation for reuse, and disposition documentation.
Standard pickup fees are inclusive of collection, packaging, shipping, fuel surcharge, and other transportation charges. Carriers perform on-site packing and agree to adhere to industry-accepted shipping and security requirements. Additional charges may apply for any nonstandard pickup requirements and additional weight. Special handling and storage options are available for an additional charge.
Estimated charges are based on the best information available, and resources are scheduled accordingly. An attempt fee will be charged if a Carrier is dispatched but is not permitted to perform a scheduled pick-up. Cancellation may be subject to an additional fee. If piece counts, weight, or work performed result in actual charges that exceed estimated charges, Retire-IT reserves the right to assess supplemental charges. Retire-IT reserves the right to amend or adjust the original quoted amount or re-invoice the Client if the original quoted amount was based upon incorrect information provided at the time of the original quote, or if additional services by the Carrier were required or otherwise authorized by the Client to perform the pickup, transportation, and delivery functions therein.
If Retire-IT does not receive a dispute within the allowable thirty (30) days, the dispute will be denied by Retire-IT. Any payment which is past due shall be subject to an additional charge at the rate of 1-1/2% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. In the event Retire-IT retains an attorney or collection agency for the collection of unpaid charges or for the enforcement of these Terms, all unpaid charges will be subject to a late payment penalty of 33% and Client shall also be liable for all attorney and collection agency fees incurred, together with related costs and expenses.
Rates are subject to change without notice. Any price quote made by Retire-IT to Client is valid for thirty (30) days unless otherwise specified and agreed to in writing by Retire-IT. Additional charges may apply for services not listed. Retire-IT reserves the right to institute additional charges upon notice to you. Retire-IT reserves the right to institute new services and charge fees in association with the provision of such new services.
Processed equipment will be reused, resold, or recycled, as complete units, components, or commodity material in accordance with Federal, state, and local requirements. Clients may be entitled to share a portion of recovery value proceeds (“Revenue Share”) of equipment sold as complete units. Revenue Share must be agreed upon in writing in advance of any Request or work order. To be eligible for Revenue Share, it is a requirement that the Client’s accounts receivable remain current. For any given work order specifying Revenue Share, Retire-IT shall pay any portion of proceeds due to Client from the resell of equipment (“Rebate”) within fourteen (14) days upon receipt of the payment from the equipment purchaser. Unless agreed upon in writing in advance, payment for any Rebate will be in the form of a credit (“Credit”) to be applied against future fees. Retire-IT reserves the right to deduct outstanding fees from any Rebate due to Client. Rebates do not accrue interest.
Client shall be liable for, and shall be invoiced for, any sales and/or use tax, VAT, transfer tax, excise tax, withholding tax, tariff, duty, or any other similar tax or payment in lieu thereof imposed by any governmental authority arising from the services provided hereunder or otherwise arising out of this Agreement, excluding taxes based solely on Clients’s income or property.
All Clients are subject to credit approval. Retire-IT intends to perform a credit check based on the information provided at the time of enrollment by the Client. The amount of credit, if any, granted to the Client is at the sole discretion of Retire-IT. Unless credit has been granted or until a payment history has been established, all charges are due and payable when services are performed.
Estimated charges are based on the best information available, and resources are scheduled accordingly. An attempt fee will be charged if a Carrier is dispatched but is not permitted to perform a scheduled pick-up. Cancellation may be subject to an additional fee. If piece counts, weight, or work performed result in actual charges that exceed estimated charges, Retire-IT reserves the right to assess supplemental charges. Retire-IT reserves the right to amend or adjust the original quoted amount or re-invoice the Client if the original quoted amount was based upon incorrect information provided at the time of the original quote or if additional services by the Carrier were required or otherwise authorized by the Client to perform the pickup, transportation, and delivery functions therein. Retire-IT reserves the right to charge a 3% processing fee for any payment made by credit card.
Client is permitted thirty (30) days from the date of the invoice to dispute any invoiced charges. If Retire-IT does not receive a dispute within the allowable thirty (30) days, the disputed item will be denied by Retire-IT. Any past due payment shall be subject to an additional charge of 1-1/2% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. In the event Retire-IT retains an attorney or collection agency for the collection of unpaid charges or for the enforcement of these Terms, all unpaid charges will be subject to a late payment penalty of 33%, and Client shall also be liable for all attorney and collection agency fees incurred, together with related costs and expenses.
The Client shall be liable, jointly and severally, for all charges payable on account of such Client’s shipment, including but not limited to transportation, fuel, and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties, and fines, taxes, and Retire-IT’s attorney fees and legal costs allocable to this shipment and/or all disputes related thereto. Retire-IT shall have a lien on the shipment for any amounts owed by Client.
Processed equipment will be reused, resold, or recycled as complete units, components, or commodity material in accordance with Federal, state, and local requirements. Clients may be entitled to share a portion of recovery value proceeds (“Revenue Share”). Revenue Share must be agreed upon in writing in advance of any Request or work order. For any given work order specifying Revenue Share, Retire-IT shall pay any portion of proceeds due to Client from the resell of equipment (“Rebate”) within fourteen (14) days upon receipt of the payment from the equipment purchaser. Rebates do not accrue interest. Unless agreed upon in writing in advance, payment for any Rebate will be in the form of a credit (“Credit”) to be applied against future fees. Retire-IT reserves the right to deduct outstanding fees from any Rebate due to Client.
Retire-IT shall make no misrepresentation to induce overpayment from Client. Client is responsible for keeping track of payment and seeking reimbursement for any overpaid balance. Retire-IT may, at its discretion, elect to refund an overpayment. Overpayments do not accrue interest. Any overpayment for which Client does not seek reimbursement within sixty (60) days of the payment is considered the property of Retire-IT, and Client forfeits any right of recovery regarding the overpayment. Client is responsible for redeeming Rebates. Retire-IT will not automatically apply Credit against invoiced charges without a written request from Client. Credit not redeemed within one hundred twenty (120) days of notice of such Credit is considered the property of Retire-IT, and Client forfeits any right of recovery regarding the Credit, unless a request for Credit extension is received in writing prior to forfeiture. Any payment from Retire-IT to Client not deposited within ninety (90) days of issuance is considered the property of Retire-IT, and Client forfeits any right of recovery regarding the payment unless a request for re-issuance of payment is received in writing prior to forfeiture.
Declaring Higher Value to Third Parties
Retire-IT is NOT a Carrier or Processor. The general rules tariffs (“General Rules”) set forth by Third Parties performing duties in connection with the Agreement will, in every instance and in all legal proceedings, take precedence over the Retire-IT’s Terms stated herein. If not stated within General Rules, Retire-IT’s Terms as stated herein shall control. Third Parties to whom the Equipment is entrusted may limit liability for loss or damage. The Third Party’s limit of liability is declared value (“Declared Value”). Claimants must prove the Equipment’s value and measure of damages, and if the Third Party concludes it was negligent in handling the Equipment and there is liability, it will reimburse the claimant for those damages. However, the amount of payment cannot exceed the amount of Declared Value. Clients may gain peace of mind with extra protection for Equipment. Retire-IT will request excess valuation coverage only upon specific written instructions from Client, who must agree to pay any charges therefore. In the absence of written instructions from the Client, and the provision of excess valuation coverage, Equipment is subject to the terms of the Third Party’s limitations of liability. Unless requested to do so in writing and confirmed in writing to Client, Retire-IT is under no obligation to procure insurance on Client’s behalf. In all cases, Client shall pay all premiums and costs in connection with procuring the requested insurance.
Warranties and Representations
Retire-IT warrants and represents to Client that: (i) Retire-IT is a corporate entity duly organized and in good standing as set forth on the first page of this Agreement, and is and will remain in compliance with all applicable laws in the conduct of its business and, specifically, in its rendering of the services under this Agreement; (ii) Retire-IT’s organization was not created primarily to enter into this Agreement or to render the services, and its business is not exclusively or principally devoted to the rendering of the services or reliance on any potential fees to be paid by Client under this Agreement; (iii) this Agreement is the binding legal obligation of Retire-IT and is enforceable in accordance with its terms; (iv) Retire-IT has the full and unrestricted right, power and authority to enter into this Agreement, including each work order, and to perform its obligations in accordance with the terms hereof and thereof; (v) all of the services to be performed by Retire-IT hereunder will be performed in a professional, good, workmanlike and commercially reasonable manner with the requisite knowledge and skill to perform the services in compliance with all applicable laws and regulations; (vi) the elimination of information and all software and data on hard drives will be completed; and (vii) Retire-IT and its affiliates are fully knowledgeable with respect to all governmental and administrative laws, rules, regulations and directives applicable in any regard to the resale, donation and/or disposal of computer and electronic Equipment and software.
Both parties agree that they will not disclose, disseminate or make public the details of this agreement, including but not limited to business processes, pricing, and any other data related to the above-named transactions. The provisions contained in this paragraph shall survive termination of the Agreement. Client shall regard as confidential and proprietary (i) all Retire-IT information communicated to Client by Retire-IT, or information to which Client has access in connection with this Agreement (which information shall at all times be the property of Retire-IT), (ii) information developed for Retire-IT by Client, (iii) the nature of, discussions regarding, and terms of this Agreement, and (iv) all Third Party confidential information which has been provided in confidence to Retire-IT and which is disclosed to Client on a need-to-know basis solely for the benefit of Retire-IT (such information hereinafter collectively referred to as “Information”). In addition, Client shall not, without Retire-IT’s prior written consent, at any time (a) use such Information for any purpose other than in connection with this Agreement for the benefit of Retire-IT or (b) disclose any portion of such Information to Third Parties. At the termination of this Agreement, Client shall promptly return to Retire-IT all such Information that is in written or tangible form (including, without limitation, all copies, summaries, and notes of the contents thereof), regardless of the party causing the same to be in such form. Client shall disseminate such Information to its employees only on a “need-to-know” basis. Retire-IT shall regard as confidential and proprietary (i) information developed for Retire-IT by Client, (ii) the nature of, discussions regarding, and terms of this Agreement, and (iii) procedures, reports, processes, vendor information, audit reports, and other trade information unique to Client’s operation. In addition, Retire-IT shall not, without Client’s prior written consent, at any time (a) use such Information for any purpose other than in connection with this Agreement for the benefit of Client or (b) disclose any portion of such Information to Third Parties. Client and Retire-IT shall cause each of its employees, agents and representatives who has access to such Information to comply with the terms and provisions of this section in the same manner as it is bound by this section, with each party remaining responsible for the actions and disclosures of any such employees, agents or representatives. The provisions of this paragraph shall survive any expiration or termination of this Agreement.
Risk of Loss
Upon delivery and acceptance of Equipment by a Processor, Retire-IT will assume the risk of loss or damage to such Equipment. Retire-IT shall hold Client harmless and indemnify Client against any loss or damage connected with the storage, handling, or presence on Processor’s premises of the Equipment where such loss, damage, or injury is caused solely by the negligence or misconduct of Retire-IT, its agents, employees or representatives. Notwithstanding any of the foregoing or anything herein to the contrary, Retire-IT shall have no liability for any loss or damage resulting from any active negligence or willful misconduct of Client, its agents, employees or representatives.
For any loss, damage, mis-delivery, or non-delivery of Equipment caused by the act, default, or omission of a Third Party, Retire-IT will file a claim with a Third-Party and/or the Third-Party’s insurance provider upon specific written instructions from the Client. The filing of a claim does not relieve the responsible party from payment of charges. Where Retire-IT files a damage claim with carrier or agent on behalf of Client and receives recovery funds, Retire-IT has a lien on such recovery amounts and reserves the right to apply recovery amounts to open past due invoices on the account. This includes recovery amounts received from the carrier for freight charges and/or product damage claim amounts.
Retire-IT will indemnify, defend and hold Client and its officers, directors, employees, and agents harmless from any loss, damage, claim, demand, suit, liability, civil penalties (including removal and remedial costs), cost or expense (including fines, penalties, and reasonable attorneys’ fees) arising out of or caused by the performance of (failure to perform) Services by Retire-IT. Retire-IT provides no indemnification for mixed product or other bulk, non-serialized product or material of any kind. Client will indemnify, defend and hold Retire-IT and its officers, directors, employees, and agents harmless from any loss, damage, claim, demand, suit, liability, cost, or expense (including fines, penalties, and reasonable attorneys’ fees) arising out of any and all claims relating to any failure by Client to perform its obligations under the Agreement. Client will not indemnify Retire-IT against any loss, damage, claim, demand, suit, cost, or expense arising from Retire-IT’s active negligence or willful misconduct. If any Third Party makes any claim or brings any action, suit or proceeding against an Indemnitee (a “Third Party Claim”) with respect to which an Indemnitor may have liability, the Indemnitee must promptly notify the Indemnitor in writing of the Third Party Claim and deliver to the Indemnitor a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Receipt of this notice is a condition precedent to the Indemnitor’s liability.
Limitation of Liability
IN NO EVENT WILL CLIENT OR RETIRE-IT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, OR DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CLIENT OR RETIRE-IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND. IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS OF FEES PAID BY CLIENT TO RETIRE-IT UNDER THIS AGREEMENT. RETIRE-IT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ASSOCIATED WITH EQUIPMENT PACKAGED AND/OR SHIPPED BY CLIENT.
Intellectual Property and Content
Any and all intellectual property rights (“Intellectual Property”) associated with Secured Logistics are the sole property of Retire-IT. Elements of Retire-IT provided documents and Retire-IT websites (the “Content”) are protected by copyright, trademark, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part without the express written consent of Retire-IT.
Parties agree that during the period this agreement is in force, including extensions or modifications thereto, and for an additional twelve (12) months following this period, neither Party will actively recruit or solicit employees of either company or the employees of any subcontractors without the prior written approval of the Party whose employee is being considered for employment. This does not prohibit any employee from responding to or pursuing employment opportunities through normal media channels, i.e. newspapers, professional journals, etc., so long as it is not an attempt to avoid the intent of the above restriction.
Relationship of Parties
Neither party will, by virtue of this Agreement, have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. Retire-IT acts as the agent of the Client for the purpose of performing duties in connection with the Agreement; as to all other services, Retire-IT acts as an independent contractor.
Retire-IT reserves the right to use and display the logos and or trademarks of a Client in Retire-IT marketing collateral, including but not limited to the websites, press releases, or sales presentations without Client’s prior written consent. Client may terminate this right to use the logos and or trademarks at any time.
Governing Law and Venue
This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of Ohio, United States of America, applicable to contracts made and performed entirely in the State of Ohio, without regard to principles of conflicts of laws. In the event that arbitration proceedings are mutually waived or held by a court of competent jurisdiction to be unenforceable, the parties agree that the most appropriate forum for the resolution of any disputes arising under this Agreement, including any work order, are the federal and state courts located in Columbus, Franklin County, Ohio, USA, having competent jurisdiction over such disputes. Accordingly, to the extent that the parties are not otherwise subject to personal jurisdiction of such federal or state courts, acceptance of the terms and conditions of this Agreement constitutes consent of both parties that this Agreement constitutes minimum contacts with the State of Ohio to satisfy the exercise of such jurisdiction.
In the event of a controversy, claim, or dispute arising out of or relating to this Agreement, the representatives of the parties shall meet and confer in good faith negotiations with the object of reaching a mutual agreement and settlement. If the parties’ representatives are unable to agree, such representatives shall promptly commence discussions with respect to resolving the dispute through non-binding alternative dispute resolution (“ADR”) procedures fashioned by the representatives themselves or with the assistance of persons or organizations experienced in ADR procedures such as the International Chamber of Commerce. Any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, that the parties cannot amicably resolve sixty (60) days from notice of such controversy from one party to another, shall be settled by arbitration administered by the International Chamber of Commerce under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Columbus, Ohio, and the arbitrator shall determine the matters in dispute in accordance with governing law. The parties agree that the award of the arbitrator shall be the sole and exclusive remedy among them regarding claims, counterclaims, issues or accountings presented to the arbitrator. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Any waiver, amendment, or modification of any provisions of this Agreement shall not be effective unless made in writing and signed by both parties. No failure or delay by either party with respect to exercising any of its rights hereunder shall operate as a waiver thereof.
All notices, reports, and receipts shall be in writing and shall be deemed duly given on (i) the date of personal or certified mail return receipt requested delivery; or (ii) the date of transmission by telecopy or another electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, first-class mail, addressed as follows:
If to Client:
Billing Contact as identified on a Request
If to Retire-IT:
1560 Fishinger Rd, Suite 160
Columbus, OH 43221
Telephone: (614) 522-2301
Facsimile: (614) 455-0853
No failure or delay on the part of either party in the exercise of any right, power or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.
If any of the provisions of this Agreement are declared by a federal, state, or local court of law to be invalid, such provisions shall be severed from this Agreement and the other provisions thereof shall remain in full force and effect.
The captions or headings used in this Agreement are for convenience only and are not intended to have any legal effect.
Modifications to Terms of Service
Retire-IT reserves the right to change the Terms at any time and notify all interested parties by posting an updated version on the Retire-IT website. All interested parties are responsible for reviewing the Terms prior to requesting a pickup. Continued requests for service after any such changes shall constitute full consent to such changes.
This Agreement, including the work orders executed by the parties pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect thereto. In the event of any conflict between the provisions of this Agreement and any work order, the provision of the work order shall prevail.