Terms and Conditions

These Terms and Conditions ("Terms") govern your use of services, communications, and the Vicomptel USA Inc. website ("Company," "we," "us," or "our"). By engaging Company for services or using this website, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not use the website or engage Company for services.

1. Services

Company provides technology integration, installation, maintenance, cabling, and support services for business data systems, cloud productivity, networking, VoIP phone systems, access control, security cameras, surveillance, servers, and related Information Technology infrastructure. All services are performed according to a written scope of work, proposal, or service agreement agreed upon by both parties before commencement.

2. Acceptable Use

You agree to use Company's services only for lawful business purposes and in compliance with all applicable local, state, and federal laws, regulations, and industry standards. You will not use Company's services, equipment, systems, or networks for any illegal, fraudulent, unauthorized, or abusive purpose. Company reserves the right to suspend or terminate services immediately upon notice if you engage in prohibited use.

3. Quotes, Proposals, and Pricing

Quotes and proposals provided by Company are valid for thirty (30) days from the date issued unless otherwise stated in writing. Pricing is subject to change based on project scope, site conditions, material availability, or circumstances not reasonably foreseeable at the time of proposal. Final pricing will be confirmed in a written service agreement before work begins. Applicable taxes, permit fees, and third-party licensing costs are not included unless explicitly stated.

4. Payment Terms

Payment terms are as specified in your service agreement. Unless otherwise agreed in writing, standard terms require fifty percent (50%) deposit before work begins, with the remaining balance due upon completion of services. Invoices are due upon receipt. Delinquent accounts are subject to a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Customer is responsible for all costs of collection, including reasonable attorney fees.

5. Changes and Additional Work

Any changes to the agreed scope of work, including additional labor, materials, or services not included in the original proposal or service agreement, must be approved in writing by Company before performance. Company reserves the right to adjust pricing for scope changes based on material and labor costs at the time of performance.

6. Delays and Force Majeure

Company is not liable for delays, non-performance, or damage caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, utility failures, third-party vendor delays, supply chain disruptions, or site conditions not disclosed in writing prior to proposal. Company will notify Customer promptly of any delay and will resume work as soon as reasonably practicable.

7. Customer Responsibilities

Customer is responsible for providing accurate site information, access to the installation or service location, electrical infrastructure, network connectivity, and any credentials or authorizations required for Company's performance. Customer represents that it has the legal authority to authorize work on the premises and systems covered by the service agreement. Customer will indemnify and hold harmless Company from any claims arising from Customer's failure to provide required access, information, or authorization.

8. Site Conditions and Pre-Existing Issues

Company's proposal assumes site conditions are standard and that existing infrastructure is in serviceable condition unless otherwise noted in writing. Company is not responsible for diagnosing, repairing, or remediating pre-existing defects, code violations, wiring issues, structural deficiencies, or system failures that were present before Company's engagement, unless such work is explicitly included in the scope of agreement. A pre-installation site survey may be recommended and may result in a revised proposal.

9. Intellectual Property

All proposals, designs, drawings, documentation, and work product created by Company in connection with services are the proprietary property of Company unless otherwise agreed in writing. Customer may not reproduce, distribute, or create derivative works from Company's intellectual property without prior written consent. Company makes no claim to third-party manufacturer trademarks, product names, or intellectual property referenced in proposals or documentation.

10. Equipment and Materials

Equipment and materials supplied by Company are covered by the manufacturer or distributor warranty for the period specified by the original equipment manufacturer. Company passes through such warranties to Customer but makes no independent warranty regarding manufacturer products. Equipment specifications, availability, and compatibility are subject to change without notice. Custom-configured or special-order items may not be returnable.

11. Hardware and Software Licensing

Where services involve installation or configuration of third-party hardware or software, Customer acknowledges and agrees to comply with all applicable end-user license agreements (EULAs), subscription terms, and usage policies. Customer is responsible for obtaining all necessary licenses, subscriptions, or authorizations required for its use of such products. Company does not warrant or guarantee that Customer's use of any third-party product complies with that product's license terms; Customer bears sole responsibility for compliance.

12. Warranty and Service Levels

Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty covers Company's installation and configuration work for thirty (30) days following completion. This warranty does not cover: (a) damage caused by Customer or third parties; (b) normal wear and tear; (c) misuse, neglect, or unauthorized modification of systems; (d) software bugs, updates, or compatibility issues introduced after completion; (e) pre-existing conditions disclosed or undisclosed; or (f) force majeure events. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Company's sole obligation under this warranty is to re-perform deficient work, or, at Company's option, to refund the portion of fees attributable to deficient work.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY UNDER THE APPLICABLE SERVICE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

Customer agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) Customer's breach of these Terms or any service agreement; (b) Customer's negligence or willful misconduct; (c) Customer's use of services or installed systems for illegal or unauthorized purposes; (d) claims by third parties related to Customer's products, services, or business operations; or (e) Customer's failure to maintain adequate security, credentials, or system updates after installation.

15. Termination

Either party may terminate a service agreement upon thirty (30) days written notice to the other party. Upon termination: (a) Customer will pay Company for all services performed and expenses incurred through the effective date of termination; (b) Customer will pay a termination fee equal to fifteen percent (15%) of the remaining contract value if termination is without cause by Customer; (c) Company will deliver work product completed as of the termination date; and (d) each party will return or destroy the other's confidential information. Company may terminate or suspend services immediately upon notice if Customer fails to pay when due, breaches these Terms, or engages in prohibited conduct.

16. Confidentiality

Each party agrees to protect the other party's confidential information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information includes business operations, technical specifications, pricing, customer lists, network configurations, and other non-public information shared between parties in connection with services. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from third parties without restriction.

17. Third-Party Services and Integrations

Services may involve integration with or reliance on third-party services, platforms, networks, or equipment not owned or controlled by Company, including but not limited to cloud service providers (e.g., Microsoft, Google), internet service providers, telecommunications carriers, and software manufacturers. Company is not responsible for the availability, accuracy, security, or performance of any third-party service. Customer bears sole responsibility for ensuring its use of third-party services complies with those providers' terms of service.

18. Regulatory Compliance

Customer is solely responsible for determining the regulatory requirements applicable to its business, industry, and use of technology systems, including but not limited to data privacy laws (such as HIPAA, GDPR, CCPA/CPRA), industry security standards (such as PCI DSS), and telecommunications regulations. Company will perform contracted services according to Customer's stated requirements but does not independently verify Customer's regulatory compliance. Company makes no representation that its services ensure regulatory compliance.

19. Dispute Resolution

The parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms or a service agreement through direct negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice of the dispute, either party may pursue remedies available under applicable law. These Terms and any service agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Alameda County, California, and the parties hereby consent to personal jurisdiction and venue therein.

20. General Provisions

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties. No modification, amendment, or waiver of any provision of these Terms shall be binding unless made in writing and signed by both parties. Failure by Company to enforce any provision of these Terms does not constitute a waiver of Company's right to enforce that or any other provision in the future. If any provision of these Terms is held invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

21. Contact

Questions regarding these Terms and Conditions should be directed to:

Vicomptel USA Inc.
Location: Fremont, California
Email: info@vicomptelusa.com
Toll free: (844) 769-6995
Local: (510) 252-9688