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 services (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 found here.

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. Price Adjustments: If a software manufacturer increases its pricing for any subscription or license, ZehnTek reserves the right to automatically adjust the price charged to you accordingly. You acknowledge and agree that you are responsible for paying the adjusted price for the remainder of your subscription term.
  4. 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.
  5. 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 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.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE ZEHNTEK SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZEHNTEK SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. ZEHNTEK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ZEHNTEK SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZEHNTEK SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ZEHNTEK SERVICES IS AT YOUR SOLE RISK.TO THE FULL EXTENT PERMISSIBLE BY LAW, ZEHNTEK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZEHNTEK DOES NOT WARRANT THAT THE ZEHNTEK SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZEHNTEK SERVICES, ZEHNTEK'S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM ZEHNTEK ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, ZEHNTEK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY ZEHNTEK SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY ZEHNTEK SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

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: These Terms and Conditions govern your use of ZehnTek's services and remain in effect as long as you continue to access or use ZehnTek's website, products, or services.

Modifications: ZehnTek reserves the right to update or modify these Terms at any time in accordance with standard industry practices. Any changes will become effective upon posting to ZehnTek’s website. Your continued use of ZehnTek’s services after the effective date of any modifications constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

Termination: ZehnTek may suspend or terminate your access to services at any time if you violate these Terms, applicable laws, or engage in activities that harm ZehnTek or its customers. Customers may discontinue use of ZehnTek’s services at any time by ceasing access to the website or services. Termination does not relieve you of any obligations incurred before termination, including payment for services rendered.

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.