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Redacted Technology Consulting – Standard Terms & Conditions of Sale

Last updated: March 27th, 2025

These Terms & Conditions (“Agreement”) govern all purchases of hardware, software, subscriptions, licenses, and/or professional services made through Redacted Technology Consulting (“Redacted”, “we”, “us”, or “our”). By accepting a quote, submitting a purchase order, clicking “I Agree,” or otherwise proceeding with a transaction, the purchaser (“Client”, “you”) agrees to be bound by these terms.

If you have a fully executed Master Product and Service Agreement (MPSA) (also referred to as a “Master Agreement”) with Redacted, that agreement will supersede any conflicting provisions in this document. In the absence of such an MPSA, this Agreement governs the relationship in full.

1. Orders and Payment

  • Net 30 Terms: Payment is due within thirty (30) calendar days of the purchase order or order date.
  • Late Fees: Outstanding balances are subject to interest at 1.5% per month, beginning on the first business day after the due date.
  • Payment Methods: Accepted payment methods include ACH, EFT, wire transfer, or SWIFT. Contact Redacted to request other methods.

2. Pricing, Taxes, and Fees

  • All pricing may be exclusive of applicable sales taxes, duties, import fees, and shipping charges unless expressly stated.
  • Client is responsible for any applicable taxes unless a valid tax exemption certificate is provided in advance of invoicing.

3. Delivery and Transfer of Risk

  • Delivery timelines and methods will be indicated on the quote, invoice, or order acknowledgment.
  • Title to hardware transfers upon delivery. Risk of loss transfers upon shipment.
  • Software, subscriptions, and licenses are governed by the terms of the issuing vendor or manufacturer.

4. Returns, Refunds, and Cancellations

  • All sales are final unless otherwise agreed in writing.
  • Cancellations or returns are only accepted at issuing vendor or manufacturer's discretion and may be subject to restocking or vendor-imposed fees.
  • No refunds are available for provisioned software licenses, subscriptions, or cloud services without written approval from the issuing vendor or manufacturer.

5. Vendor Terms and Licensing

  • Many products resold by Redacted are subject to third-party vendor terms, including end-user license agreements (EULAs), cloud service terms, or support contracts.
  • By purchasing such products, Client agrees to comply with the vendor’s terms and acknowledges that Redacted does not alter, waive, or assume responsibility for vendor obligations.

6. Professional Services (if applicable)

  • Services provided by Redacted are described in the quote, proposal, or statement of work.
  • Unless stated otherwise, services are billed on a time-and-materials basis.
  • Redacted does not warrant any specific business outcome unless explicitly stated in writing.

7. Warranty and Disclaimers

  • Redacted passes through any manufacturer or vendor warranties but does not provide independent warranties.
  • All products and services are provided “as is”, unless otherwise agreed in a signed document.
  • Redacted is not responsible for hardware or software performance, availability, or vendor service levels.

8. Limitation of Liability

To the fullest extent permitted by law:

  • Redacted’s total cumulative liability will not exceed the total fees paid by the Client for the product or service giving rise to the claim.
  • Redacted will not be liable for indirect, incidental, punitive, special, or consequential damages — including but not limited to lost profits, business interruption, or loss of data — even if advised of the possibility.

9. Confidentiality and Data Handling

  • Any confidential information shared by either party will be protected with reasonable care and used only as needed to fulfill obligations.
  • Client is responsible for ensuring any data shared with Redacted is appropriately anonymized, secured, and compliant with applicable data protection laws.

10. Governing Law and Dispute Resolution

  • This Agreement is governed by the laws of the Province of Ontario, without regard to conflict of laws.
  • Any disputes arising under or related to this Agreement will be resolved in the courts located in Ontario, Canada.

11. Entire Agreement

This Agreement, together with any accepted quote, invoice, or project scope, forms the entire agreement between the parties regarding the specific purchase.

Where a countersigned Master Product and Service Agreement (MPSA) exists, it will override these terms in the event of conflict.