TERMS AND CONDITIONS FOR WORKING WITH DIGITAL21

This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully. These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

By agreeing to services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

You may not order or obtain services from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website's contents, products or services by applicable law.
These terms and conditions (these "Terms") apply to the purchase and sale of services through Digital21.ca (this "Site"). These Terms are subject to change by Digital 21 (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, at our sole discretion. Any changes to these Terms will be in effect as of March 12, 2021, referred to on the Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Site. You should also carefully review our Website Privacy Policy before placing an order for products or services through this Site (see 11).

1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

2. Scope of Work. This System Design was custom built for you based on our (“Digital21, Smart Home Specialists Inc.”) site review and the information provided by you to our Sales Associate, and is valid for 30 days. The custom features and related hardware to be provided by Digital21, Smart Home Specialists Inc are itemized in the above document, along with the Estimated Cost of the System Design. It is your responsibility to review the System Design and ensure that the desired features and hardware are included. Anything not included in the System Design is expressly not included in this Scope of Work or the Estimated Cost of the System Design. Digital21, Smart Home Specialists Inc may, at its sole discretion, replace the product in the System Design with 'like product' (of the same value) at the time of ordering, in the event that the specified product is out of production or is not available at time of ordering.

   1. Costs may change along the installation due to unforeseen circumstances. Digital21 will provide you with any potential costs and concerns as well as invoice you directly for these additional costs.

   2. INSTALLATION, TRAINING, OR TESTING OF OR FOR ANY ITEM NOT SPECIFICALLY DEFINED IN THE SYSTEM DESIGN, INCLUDING BUT NOT LIMITED TO SATELLITE BOXES, VCRS, TVS, ETC, WILL BE SUBJECT TO ADDITIONAL CHARGES FOR INSTALLATION, PROGRAMMING, AND TRAINING.

3. Contact. We will contact you in person, by phone, or by email. We do not respond to any conversations initiated over text message, WhatsApp, iMessage, or anything of the like.

4. Service Area. The Service Area will be determined by us when we schedule our first consultation with you. Should you be outside of our normal service area, or out of the country, you will reimburse Digital21 for all associated costs of travel including, but not limited to: mileage, car rental, associated insurance, fuel, airfare, lodging, food and any additional per diem costs as deemed reasonable by us.

5. Prices and Payment Terms.

   1. Labour Rates. Labour rate is $90 per man per hour, on-premises + $60/hour for remote.

   2. Service Calls. Unless there is a Maintenance Agreement in place, if there is an issue after the above installation has been completed and a service call is required, a service call will be charged a flat rate of $90 per visit. $90/hour – minimum per technician minimum one hour charge.

   3. Maintenance Agreement. We provide annualized and monthly Maintenance Agreements to our clients. Multiple options are available and reduce the cost and need of a Service Call as a certain amount of calls are included in our packages. Terms are set out separately for Maintenance Agreements, therefore please contact our team.

   4. Free Firmware Updates Within 30 Days. Digital21, Smart Home Specialists Inc includes firmware updates free of charge within 30 days of initial install date. Any required firmware updates past 30 days of initial install is subject to Digital21, Smart Home Specialists Inc hourly labour rate.

   5. Project Changes and Change Orders. Any changes requested by the client after the initial deposit has been made will be subject to restocking fees for any equipment no longer required. Returnable items will have a minimum restock fee of 10%, custom items are not returnable. This amount will be added to the Change Order and billed separately from the original scope. Additional labor may also be required and will be included in the Change Order paperwork. Note that Digital21 Smart Home Specialists cannot guarantee any change order, pricing, or scope unless said change order is in writing. – cancellations require costs up until current costs incurred – product has been ordered = restocking fees; Hardware costs + restocking fees + man-hours used for that time until that point

   6. Terms. Because the System Design is custom-built for you, Digital21, Smart Home Specialists Inc requires a deposit of 60% of the amount above (“Initial Deposit”) before ordering any System Design Equipment. Once the Initial deposit has cleared the bank, an installation date may be confirmed. 30% of the quoted cost (“Installation Payment”) is due upon delivery of the System Design Equipment to the job site. In the event that this payment is not made, Digital21, Smart Home Specialists Inc may, at its sole discretion, delay System Design Equipment delivery and installation. If the Installation Payment is not made as required and equipment delivery is delayed, you are responsible for all fees associated with the rescheduling of equipment delivery and installation. The Final 10% Payment (“Completion Payment”) is due on the earlier date of the following: within 14 days of completion of all System Design installation work OR eight weeks after delivery of the System Design Equipment. In the event that any System Design bugs exist or all System Design Equipment is not installed, we may, at our sole discretion, allow an extension to this due date.

   7. Installation or Completion Payments. In some cases the “Installation Payment” and the “Completion Payment” invoices may be combined by Digital21, Smart Home Specialists Inc to expedite a client’s project. If this billing method is in effect, then the date on this invoice is the “Completion Payment” date referenced below.

   8. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

6. Limited Warranty. Service Provider warrants that it shall perform the Services (a) using personnel of commercially reasonable/industry standard/required] skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. SERVICE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for Service Provider to use commercially reasonable efforts to cure any such breach. If Service Provider cannot cure the breach in compliance with the warranty set forth above within a reasonable time (but no more than thirty (30) days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving a written notice of termination in accordance with SECTION 5. Service Provider warrants all non-electronic hardware and its applicable installation for a period of twelve (12) months. This warranty covers wires, plates, connectors, and other applicable infrastructure hardware. THIS WARRANTY DOES NOT COVER ANY ELECTRICAL DEVICES SUCH AS AUDIO/VIDEO PRODUCTS, NETWORK DEVICES, CONTROL SYSTEM HARDWARE (OR SOFTWARE). These products are subject to the standard manufacturer’s warranties and no warranty is either expressed or implied to be provided by Digital21 Smart Home Specialists Inc or any of its Team Members, other than any warranty detailed in the System Design. If you are interested in a support and warranty plan for applicable equipment we recommend inquiring about our Preferred Client Care Program.

   1. Disclaimer and Limitation to Warranty. All Owner Furnished Equipment, (“OFE”), including but not limited to: televisions, satellite boxes, cable boxes, DVD players, VCRs, etc., are EXPRESSLY EXCLUDED from any warranty provided by Digital21, and any warranty of said OFE is hereby expressly DISCLAIMED. Any service calls associated with usability, configuration, or settings of OFE will be subject to our Normal Service Rates & Policies.

   2. Voiding Warranty. The Warranty is NULL and VOID if the installed hardware or related installation (including programming) has been adjusted, reset, or reconfigured by Customer or another party. Service Provider hourly rates will apply.

7. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Privacy. We respect your privacy and are committed to protecting it.] Our Website Privacy Policy, www.Digital21.ca, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

9. Governing Law: This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

10. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") reasonable control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics[, including the 2019 novel coronavirus pandemic (COVID-19) , and OTHER POTENTIAL DISASTER(S) or CATASTROPHE(S); (d) war, invasion, hostilities (whether ware is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement[; and/.] [(g) national or regional emergency; and (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; and (i) shortage of adequate power or telecommunications or transportation facilities; and (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

11. Entire Agreement. Our order confirmation, these Terms, our Website Terms and Conditions of Use, and our Website Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

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