Terms & Condition

These terms govern the supply of goods and services by iVerified Data PrivateStorage Solutions Holdings Ltd. They apply to every quotation we issue and every order we accept, unless we have signed a separate supply agreement with you that says otherwise.

1. Definitions

• We, us, our means iVerified Data PrivateStorage Solutions Holdings Ltd., Company No. 1673457-0, registered at 534 17 Ave SW, Unit 534, Calgary, Alberta, Canada T2S 0B1.
• Client, you means the organisation named on the quotation.
• Goods means the hardware, components, systems and licensed items listed on the quotation.
• Services means configuration, verification, documentation, procurement coordination and delivery services described on the quotation.
• Quotation means the written offer we issue setting out the goods, services, price, lead time and delivery terms.
• Order means your written acceptance of a quotation, once acknowledged by us.

2. Quotations

Every quotation is prepared for a specific requirement and is valid for the period stated on it. Outside that period, price, availability and lead time are subject to re-confirmation.

A quotation is an offer to supply on these terms. It is not a contract, and it does not reserve stock or manufacturing allocation. Prices quoted are exclusive of taxes, duties and any charge levied at the destination unless the quotation states otherwise.

Where a quotation is prepared from a specification, bill of materials or drawing you supply, it is prepared on the basis that the information you gave us is accurate and complete.

3. Orders and acceptance

An order comes into existence when you accept a quotation in writing and we acknowledge that acceptance in writing. Our acknowledgement is the point at which a contract is formed, on these terms.

We may decline an order, in whole or in part, where goods are no longer available, where supplier allocation is withdrawn, where export control, sanctions or end-user requirements cannot be satisfied, or where agreed payment terms are not met.

Any terms you put forward, including purchase order conditions, do not apply to the contract unless we have accepted them in writing.

4. Prices

Prices are those stated on the accepted quotation. Where a quotation is accepted after its validity period, or where the specification changes after acceptance, the price is subject to re-quotation.

Where a change in tariff, duty, tax or regulatory charge takes effect between order and despatch and applies to the goods, that change may be passed on. We notify you before it is applied.

5. Payment terms

Payment terms are stated on the quotation. Unless agreed otherwise in writing, payment is due before despatch. Where credit terms have been agreed in writing, payment is due within the period stated on the invoice.

Payment must be made in the currency stated on the invoice and in full, without set-off or deduction. Bank charges levied by intermediary or receiving banks are for your account.

Where payment is overdue we may suspend further despatch, withhold work in progress, and charge interest on the outstanding amount at the rate permitted by applicable law. Reasonable costs of recovery may also be charged.

6. Delivery

Delivery terms are stated on the quotation using Incoterms 2020, and are described in detail in our Shipping Policy, which forms part of these terms.

Lead times are estimates given in good faith at the time of quotation. Time is not of the essence unless we have agreed a fixed delivery date in writing and described it as such.

We may deliver an order in instalments where lead times differ across line items. Where an instalment is delayed or in dispute, that does not entitle you to cancel the remainder of the order.

7. Title and risk

Risk in the goods passes to you at the point determined by the Incoterm stated on the quotation.

Title to the goods does not pass to you until we have received payment in full for that order in cleared funds. Until title passes you must keep the goods identifiable, insured and, where they have not been placed into service, in a condition allowing them to be returned.

8. Specification and configuration

Goods are supplied to the specification confirmed in writing before order. Where you supply the specification, you are responsible for its suitability for your intended use, including compatibility with your existing environment, power, cooling and rack constraints.

Where we make a recommendation, it is made in good faith from the information you have provided. It does not transfer responsibility for the suitability of the final design to us unless we have agreed a separate design engagement in writing.

Manufacturers change component revisions, firmware levels and sub-assemblies during a product lifetime. Where a substitution is functionally equivalent and does not reduce the specification, it may be supplied without prior notice.

9. Inspection and acceptance

You should inspect goods on delivery and report transit damage, shortage or an incorrect item within the periods set out in our Shipping Policy and our Return Policy.

Goods are treated as accepted once those reporting periods have passed without a report, or once the goods have been placed into service, whichever comes first.

10. Warranty

Goods carry the warranty offered by their manufacturer for that product and region. The warranty period, service level and claim route are properties of the product, and are stated at quotation stage where known.

We do not extend, substitute or add to a manufacturer warranty, and we give no warranty beyond the one attached to the goods supplied. To the extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

Services are performed with reasonable skill and care.

11. Returns and cancellation

Returns are handled under our Return Policy. Cancellation and refunds are handled under our Refund Policy. Both form part of these terms.

12. Export control and compliance

Certain goods are subject to export control and sanctions regulation. Orders are accepted subject to our ability to satisfy the requirements applicable to the goods, the destination and the end user.

You confirm that goods supplied will not be re-exported, transferred or diverted in breach of any applicable export control or sanctions regulation, and that end-use and end-user information provided to us is accurate. We may request supporting documentation before despatch, and may decline or cancel an order where these requirements cannot be met.

13. Confidentiality

Each party will keep confidential the commercial, technical and pricing information disclosed by the other in connection with a quotation or an order, and will use it only for the purpose for which it was disclosed. This does not apply to information that is already public, that is received lawfully from a third party, or that must be disclosed by law or by a regulatory authority.

14. Intellectual property

Nothing in these terms transfers any intellectual property right in the goods. Software, firmware and licensed items are supplied subject to the licence terms of their owner, and those terms apply directly between you and the owner.

Product names, trademarks and brands referenced in our documentation are the property of their respective owners and are used for identification only.

15. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law.

Subject to that, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or contracts, loss of goodwill, loss or corruption of data, or for any indirect or consequential loss, however arising.

Subject to the same, our total liability in connection with an order, whether in contract, tort including negligence, or otherwise, is limited to the price paid for the goods and services giving rise to the claim.

You are responsible for maintaining your own backups and business continuity arrangements. We are not liable for data held on any device supplied, returned or handled.

16. Force majeure

Neither party is liable for delay or failure to perform caused by an event outside its reasonable control, including supplier allocation change, manufacturing delay, carrier capacity, customs inspection, port congestion, industrial action, severe weather, and change in export or import regulation. Payment obligations are not suspended by this clause.

17. Data protection

Personal information exchanged in connection with a quotation or an order is handled in accordance with our Privacy Policy.

18. Use of this website

Use of this website is governed by our Acceptable Use Policy.

19. General

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions continue in force. A failure to enforce a provision is not a waiver of it. These terms, together with the accepted quotation and the policies referred to above, form the entire agreement between the parties in relation to the order, and supersede any earlier discussion or correspondence.

Neither party may assign the contract without the written consent of the other, except that we may assign to a group company or a successor to our business. No third party has any right to enforce these terms.

20. Governing law

These terms and any dispute arising from them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in that province. The parties submit to the exclusive jurisdiction of the courts of Alberta, Canada.

21. Contact

Questions about these terms can be sent through the contact details published on our Contact page.

iVerified Data PrivateStorage Solutions Holdings Ltd., 534 17 Ave SW, Unit 534, Calgary, Alberta, Canada T2S 0B1. Company No. 1673457-0.