Standard Terms and Conditions
Unless otherwise agreed in writing, the following standard terms and conditions (“Conditions”) for purchase of goods or services (“Services”) provided by IOT GLOBAL LLC, shall apply to any client of IOT GLOBAL LLC, Inc. The term “IOT GLOBAL LLC” used in this document is used interchangeably with IOT GLOBAL LLC, Inc. The term “Client” in this document is used to identify the purchaser of the goods or services from IOT GLOBAL LLC, Inc., regardless if the Client is an individual or a company.
1. QUOTATIONS. IOT GLOBAL LLC is dependent upon the information and declarations provided in good faith by the Client, and cost and schedule estimates, which are used to generate quotations (quotes) for goods or services provided to the client, are based on the information available at the time of the creation of the quote. The quotes may be subject to change, based on subsequent information received from the Client and/or regulatory entities. Client quotes, unless explicitly stated, do not include shipping fees, customs fees, support equipment costs, documentation costs, or costs for the logistics of dispatching test reports. The estimate assumes the Equipment-Under-Test (EUT) will comply with no modification or technical work. Additional time spent troubleshooting will be invoiced at the regular hourly rate. The estimate assumes the EUT is compliant with the standard(s) listed on the estimate. Should the scope of the project change, additional test time will be charged on a per hour basis. The quotation is valid for a period of 30 days after the original date of issuance shown on the quote. The contract arising from acceptance of the IOT GLOBAL LLC quote constitutes a legally binding agreement which shall be constructed and governed by these Conditions (collectively “Agreement”).
2. PRICES AND PAYMENT. Payment terms are specified in the Client quotation [IOT GLOBAL LLC Quotation #], and a purchase order for the full estimated amount must be received prior to the commencement of services and/or testing. If payment terms are not specified in the Client quotation, then the default payment terms are Net 30 days, subject to approved credit. All quotations or invoices generated are in United States Dollars (USD), and all payments must be made in USD. At the discretion of IOT GLOBAL LLC a 50% pre-payment invoice must be paid prior to the commencement of testing or other services, with the remaining balance due prior to the release of test reports or other regulatory documentation. The Client shall pay the IOT GLOBAL LLC invoices for the goods and services in accordance with the payment terms agreed upon in writing by IOT GLOBAL LLC and the Client. Unless otherwise agreed to in writing, interest on late payments shall be the US Federal Reserve prime rate plus two percent. Client shall reimburse IOT GLOBAL LLC for (I) interest on overdue amounts from the due date until paid, at that interest rate, on a per month basis and (ii) any other costs IOT GLOBAL LLC incurs in collecting past due amounts, including court, attorneys and collection agencies’ fees. No waiver, alteration or modification of these provisions shall be binding upon IOT GLOBAL LLC, Inc., unless made in writing and signed by duty authorized representative of IOT GLOBAL LLC.
3. CANCELLATIONS. If a project is cancelled after it is opened, cancellation charges will apply toward the fees that have been incurred for the test setup time, testing, certification, agency approvals, project management, or other IOT GLOBAL LLC-provided goods or services. Charges will vary depending on the project scope. For projects that are scheduled for testing and are canceled or NO Shows on the day of the scheduled testing within 24 hours prior to the schedule, a 100% cancellation fee for the first scheduled test day will be applied. 50% cancellation fee for the first scheduled test day will be applied for cancelation request received within 24 to 48 hours prior to the scheduled testing. No cancellation fee will be applied if cancellation is made more than 48 hours prior to the scheduled testing.
4. OVERTIME RATES. Client requested overtime in excess of 8 hours per day will be invoiced at one and a half times the standard rate, and any overtime in excess of 12 hours per day, or any weekend day, will be invoiced at twice the standard rate.
5. CONFIDENTIALITY. IOT GLOBAL LLC recognizes the confidential nature of the Client products and supporting documentation. Except as necessary for the defined project, IOT GLOBAL LLC will not voluntarily disclose any information regarding the Client's product without prior authorization. If requested by the Client, a higher level of confidentiality and/or security may be provided by IOT GLOBAL LLC. However, it is the Client's responsibility to request a higher level of confidentiality and/or security and define those requirements for IOT GLOBAL LLC to assess, and if mutually agreed to by the parties, IOT GLOBAL LLC will adhere to those requirements. Clients visiting IOT GLOBAL LLC facility must follow the IOT GLOBAL LLC internal security procedures. Clients must make reasonable and good-faith efforts to protect the security and confidentially of their own hardware, software and documentation, and respect the right to confidentiality of IOT GLOBAL LLC and other IOT GLOBAL LLC clients.
6. REPRESENATIONS AND WARRANTIES. (a) IOT GLOBAL LLC undertakes due care and ordinary skill in the performance of its Services. (b) Client agrees that IOT GLOBAL LLC is neither an insurer nor a guarantor and does not take the place of Client or the third parties that it retains, including designers, manufacturers, agents, buyers, distributors, and transportation or shipping companies; IOT GLOBAL LLC disclaims all liability in such capacities. Client understands that, if it seeks to protect itself from claims of loss, damage or injury, it should obtain appropriate insurance. (c) IOT GLOBAL LLC does not warrant or guarantee Client’s products, and IOT GLOBAL LLC’s Report does not represent a warranty of merchantability, a warranty of fitness for a particular purpose, or any other warranty or guarantee.
7. EQUIPMENT UNDER TEST. To perform the requested tests, it will be necessary to run the Equipment Under Test (EUT) in a continuous operating mode, utilizing circuits which will produce the worst case condition under normal operation. It may be required to test different modes to determine this condition. Any software or hardware needed to produce the worst case condition in a continuous fashion will be required before testing can commence, and must work reliably to avoid delays or the inability to perform the required tests. Any costs associated with delays or increased testing time due to client-provided hardware or software failures or operating issues will be billed to the Client. Providing multiple EUT samples could expedite your project; check with the IOT GLOBAL LLC project coordinator to discuss if this applies to your project. It is understood that if destructive testing is required for the Client selected compliance test, the equipment samples provided to IOT GLOBAL LLC will be damaged or destroyed, and by the Client submitting equipment samples to IOT GLOBAL LLC, the Client expressly acknowledges this and grants permission to perform this testing which may lead damaged or destroyed samples.
8. TEST REPORTS. All test reports (“Reports”) will be written in English and issued in the required standard format. Report generation will begin after successful completion of the testing AND all pertinent documentation has been received from the Client. Test report will be delivered after 1 week of completion of testing. A priority service with a target of 2 working days is available at 50% surcharge of the standard rate. All reports will be issued in PDF format. Any courier dispatch expenditure will be directly passed onto the Client. Any typographical or editorial change(s) requested by the Client to an issued/final report will be invoiced at the current administrative rate. The Report shall (i) constitute the sole deliverable for the Services, (ii) relate solely to the facts and circumstances as observed and recorded by IOT GLOBAL LLC at the time of performance of the Services within the limits of written information and instructions received from Client. Where the Services include testing: (i) the Report will set forth the findings of IOT GLOBAL LLC solely with respect to the product samples identified therein and (ii) the results set forth in the Report are not to be construed as indicative or representative of the quality or characteristics of the lot from which a product sample was taken for IOT GLOBAL LLC’s performance of Services. The Report is issued solely by IOT GLOBAL LLC, is intended for the exclusive use of Client and its affiliates and, except as required by a regulatory body, shall not be published, used for advertising purposes, copied or replicated for distribution or publicly disclosed without Company’s prior written consent.
9. DOCUMENTATION. Documentation required for test and/or certification purposes must be transmitted to the IOT GLOBAL LLC project administrator, in its entirety, at the beginning of the project. Technical evaluation of the application will not start until all of the required documentation packing is complete and provided to the IOT GLOBAL LLC project administrator. Failure to provide the information within the allotted timescales will delay the start of the project, prolong the project completion date, place the application at risk of dismissal by the regulatory agency, and could result in increased costs which will be the responsibility of the client, with no liability on the part of IOT GLOBAL LLC. IOT GLOBAL LLC shall be entitled to rely on the accuracy of the documentation provided by the Client. Requests for additional application documentation, such as corrected or additional forms, additional photographs, or technical information, shall be delivered to the Certification Administrator within 60 days of the request.
10. SHIPPING. The Client will be responsible for the costs of shipment of equipment and/or documentation to and from the IOT GLOBAL LLC laboratory and office locations. At the time of completion or cancelation of the project, if return shipment instructions have not been provided by the Client, IOT GLOBAL LLC will notify the Client that they have 30 days to provide return shipment instructions, otherwise IOT GLOBAL LLC will dispose of the equipment at the customer’s expense. In the event that the client has not paid in full for the services provided by IOT GLOBAL LLC, IOT GLOBAL LLC will hold the Client’s equipment and documentation until such time that all outstanding balances owed to IOT GLOBAL LLC are received. Equipment for projects that have been inactive for 90 days will be returned to the Client. If return shipment instructions were not provided, IOT GLOBAL LLC will notify the Client that they have 30 days to provide return shipment instructions, otherwise IOT GLOBAL LLC will dispose of the equipment at the Client’s expense. When returning equipment to the Client, the title to the Client’s equipment assumed by IOT GLOBAL LLC, and the risk of loss or damage to the Client’s equipment, shall pass to the Client at the time that IOT GLOBAL LLC delivers the equipment to the carrier. At that time the title to the Client’s equipment shall transfer to the carrier, and the carrier shall be responsible for any claims of damage during shipment.
11. INDEMNITY. CLIENT SHALL HOLD HARMLESS AND INDEMNIFY IOT GLOBAL LLC, ITSAFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS AGAINST ALL THIRD-PARTY CLAIMS FOR LOSS, DAMAGE, INJURY, DEATH, OR EXPENSE OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM OR RELATING TO (I) THE PERFORMANCE OF ANY SERVICES BY COMPANY, (II) THE SALE, RESALE, MANUFACTURE, DISTRIBUTION OR USE OF ANY OF CLIENT’S GOODS OR (III) BREACH OF CLIENT’S OBLIGATIONS OR WARRANTIES HEREIN.
12. LIMITATIONS OF LIABILITY. (A) THE PARTIES SHALL NOT BE LIABLE TO EACH OTHER FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS IN CONNECTION WITH THE REPORT, THE PRODUCT FOR WHICH SERVICES WERE PERFORMED, OR THE SERVICES PROVIDED BY COMPANY HEREUNDER. (B) THE ENTIRE FINANCIAL AND LEGAL LIABILITY OF IOT GLOBAL LLC IN RESPECT OF ANY CLAIM FOR LOSS, INDEMNITY, CONTRIBUTION OR DAMAGE OF WHATEVER NATURE OR HOWSOEVER ARISING, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES PAID TO IOT GLOBAL LLC FOR THE SPECIFIC SERVICES WHICH GAVE RISE TO SUCH CLAIM.
13. ISSUE RESOLUTION. All disputes, controversy or claims arising out of, or in connection with, or relation to contract created by acceptance of the client quotation, including any question regarding its existence, validity or termination, shall be submitted to and be subject to the jurisdiction of the courts of the State of California, which shall have exclusive jurisdiction in the event of any dispute hereunder. If a dispute arises, the parties shall first attempt good faith negotiations, failing which, the parties hereby irrevocable submit to the jurisdiction of such courts to finally adjudicate or determine and suit, action of proceedings arising out of, or in connection with the contract arising out of this client quotation for goods and/or services.
14. MISCELLANEOUS. IOT GLOBAL LLC does not guarantee certification or approval will be granted as a result of compliance testing, however the customer will be responsible to pay for work performed by IOT GLOBAL LLC, even if compliance is not achieved. IOT GLOBAL LLC will make good faith efforts to assist in addressing technical queries from regulatory administrations based on the tests performed. IOT GLOBAL LLC will not become involved in activities that could possibly be described as lobbying, unethical, or illegal. The Client agrees not to solicit, attempt to hire or hire an employee of IOT GLOBAL LLC during or within one year after the completion of this project.
15. INTELLECTUAL PROPERTY. The names, service marks, trademarks and copyrights of IOT GLOBAL LLC and its affiliates (collectively, the “Marks”) are and remain the sole property of IOT GLOBAL LLC and shall not be used by Client. Any reference to the IOT GLOBAL LLC name or use of the Marks, either on the product, or on any advertising or promotional literature, must be reviewed and approved by IOT GLOBAL LLC.
16. These Conditions, the applicable order form and/or quotation and the Report represent the entire understanding of the parties on the subject matter hereof, and no modification is binding unless in writing. Any of Client’s terms and conditions attached to, enclosed with or referred to in any order form, purchase order or other document shall not apply, and these Conditions shall govern.