1. Scope and Applicability
(a) These Terms and Conditions (“Terms”) govern all services provided by ProLogic ITS LLC (“Service Provider”) to its customers (“Customer”).
(b) These Terms, along with any associated Statement of Work (“SOW”), constitute the entire agreement between the parties (“Agreement”), superseding all prior agreements, understandings, and communications, whether oral or written. In case of a conflict between the SOW and these Terms, these Terms shall take precedence.
(c) These Terms override any conflicting terms proposed by the Customer in purchase orders or other documents. Providing services does not constitute acceptance of any such terms.
Service Provider will perform the services detailed in the applicable SOW (“Services”) in accordance with these Terms.
Service Provider will make reasonable efforts to meet any deadlines stated in the SOW. All such dates are estimates and not guaranteed.
The Customer agrees to:
(a) Cooperate fully and provide necessary access, facilities, and assistance as reasonably requested by the Service Provider.
(b) Respond promptly to Service Provider requests for decisions, information, and approvals necessary for service delivery.
(c) Supply complete and accurate information and materials in a timely manner.
(d) Secure all required licenses, consents, and legal compliances before the start of Services.
Service Provider is not liable for delays or failures caused by Customer’s actions or omissions. Such delays will not be considered a breach by the Service Provider.
(a) Either party may propose changes to the Services. The Service Provider will respond with:
(b) Changes are not effective unless documented in a signed Change Order.
(c) Service Provider may make minor changes without Customer consent, provided they do not materially alter the scope, fees, or deadlines.
(d) Service Provider may charge time and materials fees to assess or document change requests.
(a) Customer will pay fees as outlined in the SOW.
(b) Customer will reimburse reasonable travel and out-of-pocket expenses incurred during service delivery.
(c) All invoices are payable within 30 days. Payments must be made in U.S. dollars by check.
(d) Late payments may result in:
Customer is responsible for all applicable sales, use, and similar taxes.
All intellectual property developed or provided by the Service Provider, including any deliverables (excluding Customer’s confidential information or pre-existing materials), remains the sole property of the Service Provider. A non-exclusive, non-transferable, royalty-free license is granted to the Customer to use the deliverables for their intended purpose.
(a) Customer agrees to keep all non-public, proprietary information received from the Service Provider confidential, except when:
(b) Confidential information may only be used in connection with the Services.
(c) Breaches may entitle the Service Provider to seek injunctive relief.
(a) Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within thirty (30) days of the time when Customer discovers or ought to have discovered that the Services were defective.
(c) Subject to Section 11(b), Service Provider shall, in its sole discretion, either:
(d) The remedies set forth in Section 11(c) shall be the Customer’s sole and exclusive remedy and Service Provider’s entire liability for any breach of the limited warranty set forth in Section 11(a).
(e) Standard One (1) Year Workmanship Warranty. ProLogic ITS provides a one (1) year limited warranty on the workmanship of installation services. ProLogic ITS will repair issues that arise because of faulty or poor workmanship on the installed system, provided that ProLogic ITS is notified of the issue during the warranty period. ProLogic ITS reserves the right to inspect the issue to determine whether it was caused by faulty or poor workmanship before any repairs are made.
If a workmanship claim arises during the warranty period, ProLogic ITS may, at its sole discretion:
This warranty does not cover normal wear and tear, hardware or material defects, misuse or abuse, improper storage or maintenance, accidents or neglect (including physical damage such as cracks, scratches, etc.), contact with liquids, extreme humidity, dirt, force majeure, or any other acts not resulting from defects in installation workmanship performed by ProLogic ITS employees. The warranty is void if the installation is altered, modified, or repaired by anyone not approved by ProLogic ITS.
Except as stated in Section 11, the Service Provider disclaims all other warranties, express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
(a) The Service Provider is not liable for indirect, incidental, consequential, or special damages, including lost profits or data.
(b) Total liability is limited to the fees paid by the Customer under this Agreement.
(c) These limits do not apply in cases of gross negligence, willful misconduct, or personal injury.
Service Provider may terminate the Agreement immediately upon written notice if the Customer:
No waiver is valid unless in writing. Delay or failure to enforce any part of this Agreement does not constitute a waiver.
Service Provider is not liable for delays or failures due to events beyond its control, such as natural disasters, war, strikes, pandemics, or utility outages.
Customer may not assign rights or delegate obligations without prior written consent. Unauthorized assignments are void.
The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship.
This Agreement benefits only the parties and their permitted successors. No third party has enforceable rights.
This Agreement is governed by the laws of the State of Georgia, excluding conflict of law rules.
Any legal proceedings must be brought in federal or state courts located in Canton, Cherokee County, Georgia. The parties consent to this exclusive jurisdiction.
All notices must be in writing and delivered to the addresses listed in the SOW by personal delivery, overnight courier, fax, or certified mail. Notices are effective upon confirmed receipt.
If any provision is deemed unenforceable, the rest of the Agreement remains in effect.
Provisions that by their nature should survive termination—such as confidentiality, governing law, and limitation of liability—will remain in force.
No modification to this Agreement is valid unless in writing and signed by both parties.
