By creating an account and/or purchasing through ZehnTek LLC (“ZehnTek,” “we,” “our,” or “us”), you agree to the following terms and conditions (the “Terms”). Please read them carefully.

RECITALS

WHEREAS, ZehnTek is a provider of professional, managed, consulting, procurement, and other services related to the procurement and management of information technologies equipment, software, and sergvices (the “Services”);

WHEREAS, Customer desires to retain ZehnTek from time to time to work on a project or projects as set forth in individual Statements of Work (SOWs) to provide the Services; and,

WHEREAS, ZehnTek desires to be retained by Customer to perform such Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:

ELECTRONIC COMMUNICATIONS

By using ZehnTek services or communicating with us electronically (e.g., via email, text messages, push notifications, or our website), you consent to receive communications electronically. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement for written communication. You are encouraged to retain copies of these communications for your records.

INTELLECTUAL PROPERTY

Copyright
All content made available through ZehnTek services—including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software—is the property of ZehnTek or its content suppliers and is protected by U.S. and international copyright laws. Unauthorized use is strictly prohibited.

Trademarks
ZehnTek trademarks, trade dress, logos, and other distinctive identifiers may not be used in connection with any non-ZehnTek products or services in a manner that could confuse customers or discredit ZehnTek. All other trademarks not owned by ZehnTek are the property of their respective owners.

LICENSE AND ACCESS

ZehnTek grants you a limited, non-exclusive, non-transferable license to access and use our services for personal, non commercial purposes, subject to your compliance with these Terms. You may not:

  • Resell or commercially exploit any ZehnTek service or its content.
  • Use data mining, robots, or similar tools to extract data.
  • Reproduce, duplicate, or copy any content without express written consent.

Any unauthorized use terminates the license granted under these Terms.

ACCOUNT RESPONSIBILITIES

To access certain services, you may need a ZehnTek account. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. If you are under 18, you may use ZehnTek services only under the supervision of a parent or guardian. ZehnTek reserves the right to suspend or terminate accounts at its sole discretion.

PRIVACY POLICY

Your use of ZehnTek services is subject to our Privacy Policy, which explains how we collect, use, and protect your personal information. By using ZehnTek services, you agree to the practices outlined in the Privacy Policy.

PROCUREMENT REQUESTS AND SCHEDULING

Procurement Requests: To request Services, the Customer shall deliver a Request for Proposal (“RFP”) identifying the Services requested. ZehnTek shall prepare a Statement of Work (“SOW”) describing the scope of work. Each SOW shall specify the Services, equipment, software, and timelines. Customer shall sign and deliver a mutually agreed SOW before ZehnTek undertakes any Services.

Scheduling: ZehnTek will provide a proposed project commencement date within five (5) business days from receipt of a signed SOW. ZehnTek will use reasonable efforts to accommodate Customer’s requested dates.

RETURNS, REFUNDS, AND RISK OF LOSS

Risk of Loss: All purchases of physical goods are made pursuant to a shipment contract. Title and risk of loss pass to you upon delivery to the carrier.

Returns and Refunds: ZehnTek retains title to returned items only upon receipt at our fulfillment center. Refunds may be issued at our discretion without requiring a return. For return requests, contact info@zehntek.com.

CUSTOMER DEFAULT ON SOFTWARE LICENSING COMMITMENTS

ZehnTek acts as an intermediary between customers and software manufacturers for software subscriptions and licenses. By purchasing or subscribing to software through ZehnTek, you agree to:

  1. Commitment to Payment: You are responsible for all financial obligations associated with software subscriptions or licenses.
  2. Manufacturer Terms: Many software subscriptions are governed by manufacturer terms that may include non-cancelable or non-refundable commitments.
  3. No Liability for Defaults: ZehnTek is not liable for defaults by the customer. ZehnTek may suspend or terminate access to subscriptions if payments are not made.
  4. Indemnification: You agree to indemnify ZehnTek for liabilities incurred due to your default.

CUSTOMER RESPONSIBILITIES

Customers are required to provide timely access to resources, personnel, data, and facilities necessary for ZehnTek to perform its obligations under the agreement. Any delay or failure to provide these resources may result in delays in the completion of Services and/or additional fees.

NON-SOLICITATION OF EMPLOYEES

During the term of this Agreement and for one (1) year following its termination, Customer agrees not to directly or indirectly solicit, hire, or engage any employees, contractors, or personnel of ZehnTek who were involved in the performance of Services under this Agreement without prior written consent from ZehnTek. In the event of a breach of this clause, Customer agrees to pay ZehnTek liquidated damages equivalent to one (1) year of the employee’s total compensation.

DATA SECURITY AND LIMITATION OF LIABILITY

ZehnTek shall implement commercially reasonable measures to protect sensitive data provided by the Customer. However, the ultimate responsibility for ensuring data security lies with the Customer. ZehnTek is not liable for any damages arising from unauthorized access, data loss, or breaches unless caused by ZehnTek’s gross negligence or willful misconduct. Customers are advised to maintain independent data backups and security measures.

INDEMNIFICATION

Customer Indemnification: Customer shall indemnify and hold harmless ZehnTek and its affiliates from claims arising out of Customer’s breach of this Agreement or misuse of ZehnTek services.

ZehnTek Indemnification: ZehnTek shall indemnify and hold harmless the Customer from claims arising out of ZehnTek’s gross negligence or willful misconduct.

TERM AND TERMINATION

Term: This Agreement remains effective for two (2) years and renews automatically unless terminated by written notice 30 days prior to expiration.

Termination: Either party may terminate this Agreement for material breach if the breach is not cured within 30 days of written notice. Upon termination, the Customer must pay all fees incurred up to the termination date.

DISPUTES

Any dispute will first be resolved through good faith negotiation. If unresolved, the dispute will be submitted to the exclusive jurisdiction of the federal or state courts in Worcester County, Massachusetts.

FORCE MAJEURE

Neither party shall be liable for delays or failure to perform due to causes beyond their control, including natural disasters, government orders, or pandemics. If such delays exceed 90 days, either party may terminate the Agreement.

MISCELLANEOUS

  • Entire Agreement: These Terms supersede any prior agreements, except where a customer has an active Master Services Agreement (“MSA”) in place with ZehnTek. In such cases, the terms of the MSA will govern to the extent of any conflict with these Terms.
  • Governing Law: This Agreement is governed by the laws of the Commonwealth of Massachusetts.
  • Notices: Notices must be delivered in writing via certified mail or email.
  • Severability: If any provision is deemed unenforceable, the remaining provisions remain in effect.