Terms of Service

1. Agreement to these Terms

These Terms of Service (the “Terms”) are an agreement between TechSpire Solutions (“TechSpire,” “we,” “us” or “our”) and the business that uses this store or places an order (the “Customer,” “you” or “your”). By using the store or submitting an order, you agree to these Terms. If you act on behalf of a company or other organization, you confirm that you are authorized to bind it.

Our Service Level Agreement (“SLA”) and Privacy Policy form part of these Terms.

2. Business customers only

The store and all services are offered exclusively to businesses, government entities and other organizations for professional use. They are not offered to consumers for personal, family or household purposes. You must be at least 18 years old and provide accurate company and contact information.

3. Orders, acceptance and service agreements

• Your order is an offer. Submitting an order through the store is an offer to purchase the selected services. The confirmation you receive after checkout confirms that we received your order; it is not an acceptance.
• Acceptance. A binding contract is formed only when we accept your order in writing and both parties sign a service agreement, which may take the form of an order form or statement of work. We may decline any order, for example when the requested configuration does not fit your environment or we cannot verify your company.
• Scope confirmation. Before acceptance, a solutions architect may confirm your requirements. If the scope you need differs from what you ordered, we send a revised proposal. Nothing changes without your written approval.
• Order of precedence. If these Terms conflict with a signed service agreement, the service agreement controls for that order.

4. Pricing and taxes

All prices are in US dollars (USD). Subscription prices are per unit per year (for example, per server or per workspace). Project prices are one-time fees per unit. The prices shown when you place an order apply to that order’s initial term once it is accepted, subject to the scope confirmation described above. We may change store prices at any time; changes do not affect accepted orders during their current term.

Prices exclude sales, use, value-added, goods and services, withholding and similar taxes. Where applicable, taxes are calculated on your invoice based on your billing address and the services provided. If you are tax-exempt, send us a valid exemption certificate before your first invoice.

5. Invoicing and payment

• Payment methods. We accept payment by invoice on Net 30 terms (subject to credit approval), ACH bank transfer, wire transfer, or credit card through a secure payment link sent by our billing team. We never collect card or bank account numbers on this website.
• Subscriptions. Annual subscriptions are invoiced annually in advance. The first invoice is issued when your order is accepted, and each later invoice on the anniversary of the service start date.
• Projects. One-time project fees are invoiced as set out in the service agreement, or in full upon acceptance if it specifies no milestones.
• Due date. Unless your service agreement states otherwise, invoices are due within 30 days of the invoice date (Net 30). Fees charged by your bank or card issuer are your responsibility.
• Late payment. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. If an invoice remains unpaid 15 days after we send written notice, we may suspend the affected services until it is paid.
• Disputes. If you dispute an invoice in good faith, tell us in writing within 15 days of receiving it and pay any undisputed amount on time. We will work with you promptly to resolve it.

6. Contract terms, multi-year discounts and renewals

• Initial term. Subscriptions are sold for an initial term of 1, 2 or 3 years, starting on the service start date in your service agreement.
• Multi-year discounts. 2-year terms receive 5% off and 3-year terms 10% off the annual price. The discounted annual rate is fixed for the whole term and billed annually. A multi-year commitment covers the full term; fees for the remaining term are not reduced if you stop using the service early.
• Renewal. Subscriptions renew automatically for a term of the same length unless either party gives written notice at least 30 days before the renewal date. We send a renewal reminder, including any price change for the renewal term, at least 60 days before the renewal date.
• Upgrades and additions. You may move to a higher plan or add units at any time. Upgrades and additions are prorated to your current renewal date so everything renews together. Downgrades and reductions take effect at renewal.

7. Cancellation, termination and data return

• Before acceptance. You may cancel an order at no cost at any time before you sign the service agreement.
• Non-renewal. To end a subscription at the end of its term, send written notice to sales@techspiresolutions.us at least 30 days before the renewal date.
• Termination for cause. Either party may terminate an affected service if the other party materially breaches these Terms or the service agreement and does not cure the breach within 30 days of written notice, or if the other party becomes insolvent or ceases to do business.
• Fees. Prepaid fees are non-refundable except where these Terms, the SLA or your service agreement provide otherwise. If you terminate because of our uncured material breach, we refund prepaid fees for the remainder of the term.
• Data return. Before a service ends, we export your data on request in a standard format. Unless otherwise agreed, data remaining on our platforms is securely deleted 30 days after the end of the term or after you confirm receipt of your export, as described for each service.

8. Acceptable use

You agree not to use the services or the store to:

• violate any law or regulation, or infringe anyone’s intellectual property, privacy or other rights;
• send unsolicited bulk email, or host phishing pages, malware or other harmful content;
• probe, scan or attack systems or networks you are not authorized to test, including ours;
• circumvent security controls, usage limits or license restrictions;
• mine cryptocurrency on rented servers or GPUs without our prior written consent; or
• resell or sublicense the services without our prior written consent.

We may suspend an affected service without prior notice if its use poses an imminent risk to our systems, other customers or third parties. We will notify you promptly, explain the reason and restore the service once the issue is resolved.

9. Your responsibilities

• Provide accurate information, timely access to your systems and a technical contact who can make decisions.
• Keep the credentials we issue confidential and tell us promptly about any suspected unauthorized access.
• Hold valid licenses for any software or content you supply.
• Maintain backups of your data unless you have purchased a backup service from us.

10. Your data and confidentiality

Your data. You keep all rights to the data, files and content that you or your users store or process with the services (“Customer Data”). We use Customer Data only to provide, secure and support the services and as you instruct. We do not sell Customer Data.

Confidentiality. Each party will protect the other’s non-public business, technical and financial information with at least reasonable care, use it only to perform under these Terms and the service agreement, and share it only with employees and contractors who need to know it and are bound by similar obligations. These duties do not apply to information that is public through no fault of the receiving party, already known to it, independently developed or lawfully received from a third party. A party may disclose information when legally required, after giving the other party reasonable notice where permitted. These obligations continue for 3 years after the services end, and for trade secrets for as long as they remain trade secrets.

11. Intellectual property

We keep all rights to our tools, templates, methods, software and know-how. Once you have paid in full, you own the final written deliverables we prepare specifically for you, such as audit reports, continuity plans and environment documentation. Any of our pre-existing materials included in those deliverables are licensed to you for your internal business use.

12. Third-party products

Some services include or connect to third-party products, such as Microsoft 365, Google Workspace, NVIDIA hardware and software, domain registries and certificate authorities. Those products are subject to their providers’ terms, which we make available on request. We are not responsible for outages or changes made by those providers, but we will help you coordinate with them.

13. Warranties and disclaimers

We warrant that we will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards. If we do not, tell us within 30 days and we will re-perform the affected work or, where the SLA applies, provide the remedies it describes.

Except as expressly stated in these Terms, the SLA or your service agreement, the services and the store are provided “as is,” and we disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement.

No security service can prevent every threat. Security, audit and continuity services reduce risk but do not guarantee that incidents will not occur. Output generated by AI tools can be inaccurate and should be reviewed before you rely on it.

14. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of their possibility. Each party’s total liability arising out of or related to these Terms and the services will not exceed the fees paid or payable by you for the affected service in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, a party’s indemnification obligations, breach of confidentiality, or liability for gross negligence or willful misconduct, or where applicable law does not allow them.

15. Indemnification

We will defend you against any third-party claim alleging that the services, as provided by us, infringe a United States patent, copyright or trademark, and pay the resulting damages finally awarded or agreed in settlement. This does not apply to claims caused by your data, your modifications, or combinations with products we did not supply.

You will defend us against any third-party claim arising from your Customer Data or from your use of the services in breach of these Terms, and pay the resulting damages finally awarded or agreed in settlement.

The party seeking a defense must notify the other promptly, give it control of the defense and any settlement, and provide reasonable cooperation.

16. Events beyond our control

Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor actions, widespread internet or utility failures, or failures of third-party providers. This does not excuse payment obligations.

17. Governing law and disputes

These Terms are governed by the laws of the State specified in your service agreement, without regard to its conflict-of-laws rules. The state and federal courts located in that State have exclusive jurisdiction over any dispute, and each party consents to their jurisdiction.

Before starting a legal proceeding, the parties will try in good faith to resolve the dispute through discussions between senior representatives for at least 30 days. Either party may seek urgent injunctive relief at any time. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date at the top shows when they last changed. Updated Terms apply to orders placed after that date. For accepted orders, changes take effect at your next renewal unless you agree to them earlier in writing.

19. General

• Entire agreement. These Terms, the SLA, the Privacy Policy and your service agreement are the entire agreement for the services and replace any prior discussions. Terms printed on your purchase orders or other documents do not apply, even if we accept the purchase order.
• Notices. We send notices to the email address associated with your order or account. You can send notices to sales@techspiresolutions.us. Notices of non-renewal or termination must be in writing; email is sufficient.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all of its assets, with notice.
• Relationship. The parties are independent contractors.
• Export controls. You will comply with US export control and sanctions laws in your use of the services.
• Severability and waiver. If any provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver.

20. Contact us

Questions about these Terms? Email sales@techspiresolutions.us or use our contact form.