General Terms and Conditions
These General Terms & Conditions (“Terms”) apply to every quote, order, statement of work, managed services plan, subscription, or other arrangement under which Corsair Ventures LLC dba Tech Dynamix (“Tech Dynamix”, “We”, “Us”, “Our”) provides products, licenses, or services to a customer (“Client”, “You”, “Your”). If a conflict exists between these Terms and a Quote/Order/Managed Services Agreement/Statement of Work (“SOW”), the following order applies (highest priority first): SOW → Plan Schedule → Quote/Order → these Terms, unless the document explicitly states otherwise.
- Definitions and Interpretation
In these Terms, the following definitions apply:
1.1 After Hours means any time outside Business Hours, including evenings, overnights, weekends, and Holidays.
1.2 Business Hours means Monday–Friday, 8:00 AM–5:00 PM Eastern Time, excluding Holidays.
1.3 Client / You / Your means the person or entity requesting or receiving Services or Goods from Tech Dynamix, including anyone acting on Client’s behalf.
1.4 Goods means any hardware, devices, parts, accessories, licenses, subscriptions, cloud services, third‑party services, and any related deliverables we procure or provide.
1.5 Services means all professional services, managed services, helpdesk/support, monitoring, cybersecurity services, consulting, project services, implementation, configuration, documentation, and related work.
1.6 Plan means a recurring managed service arrangement (e.g., monthly) under a Plan Schedule.
1.7 Plan Schedule means the plan description and included/excluded items, response times, pricing model, and any plan-specific rules.
1.8 Rate Schedule means Tech Dynamix’s current schedule of hourly rates and fees.
1.9 Quote means a written estimate we provide for Goods/Services.
1.10 Order means Client’s acceptance/approval of a Quote, Plan, SOW, or other request for Goods/Services.
1.11 Taxes means all applicable sales, use, excise, or similar taxes and government charges imposed on the Goods and/or Services. Sales tax applies where required by law. If Client claims exemption, Client must provide a valid exemption certificate; otherwise Client will reimburse Tech Dynamix for any Taxes assessed, plus any related penalties or interest attributable to Client’s failure to provide valid exemption documentation.
1.12 Holidays means New Year’s Day, Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, and Christmas Day.
1.13 We / Us / Our means Corsair Ventures LLC dba Tech Dynamix, with principal business address 1924 Mentor Ave, Painesville, Ohio 44077.
1.14 Work means any labor or deliverables we perform or provide, including troubleshooting, installation, configuration, project planning, remediation, migrations, scoping, and documentation.
Interpretation. Headings are for convenience only. “Including” means “including without limitation.” If something is required “in writing,” email is acceptable unless a law requires otherwise.
- Application of These Terms
2.1 These Terms apply to all Goods/Services we provide unless we sign a separate agreement that explicitly replaces them.
2.2 If any clause is unenforceable, the rest remains in effect.
- Commitment Term (Plans)
3.1 Plan Term. If Client signs a Plan, the minimum commitment term is stated in the Plan Schedule or Quote.
3.2 Renewal. Unless the Plan Schedule states otherwise, Plans renew automatically for successive periods equal to the original term.
3.3 Start Date. Unless specified in the applicable Plan Schedule, Quote/Order, or SOW, Plans begin on the date the applicable agreement is signed/accepted.
- Termination
4.1 Termination for Cause (Client). Client may terminate this Agreement upon sixty (60) days written notice if Tech Dynamix materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.
4.2 Termination for Convenience (Either Party). Either party may terminate a Plan or recurring service for convenience upon sixty (60) days written notice, unless the applicable Plan Schedule, Quote/Order, or SOW states a different committed term or termination requirement.
4.3 Early Termination Charges. If Client terminates a committed term early (i.e., before the end of the committed term stated in the Plan Schedule, Quote/Order, or SOW), Client will pay an Early Termination Fee equal to fifty percent (50%) of the remaining committed term fees plus any Unrecovered Costs.
4.3.1 Unrecovered Costs include non-cancellable or non-refundable third-party costs, vendor/distributor restocking or cancellation fees, prepaid onboarding or implementation labor not yet recovered, and any discounts provided by Tech Dynamix that were contingent on the committed term.
4.4 Transition Assistance. On termination, Tech Dynamix can provide offboarding/transition assistance at our then-current Rate Schedule.
- Representations
5.1 Client acknowledges it has not relied on statements outside the signed Quote/Order/Plan/SOW and these Terms.
- Notices
6.1 Notices must be in writing and sent to the last known email address on record for the other party.
6.2 Tech Dynamix notice address: help@techdynamix.com.
- Governing Law and Venue
7.1 These Terms are governed by the laws of the State of Ohio.
7.2 Any dispute will be brought in the state or federal courts of competent jurisdiction located in Ohio, and each party consents to jurisdiction there.
- Assignment
8.1 Client may not assign this agreement without our written consent, except as part of a merger or sale of substantially all assets, provided Client remains liable until the assignment is accepted in writing.
- Changes to These Terms
9.1 We may update these Terms by posting a revised version on our website or delivering updated terms to Client. Updated terms apply to new Quotes/Orders and renewals after the effective date.
9.2 Notice of changes: We will provide notice by publishing the updated Terms on our website.
GOODS AND SERVICES
- Quotes
10.1 Validity. Quotes are valid for seven (7) days unless stated otherwise.
10.2 Non-binding until accepted. A Quote is an invitation to order; a binding agreement forms only when Client accepts and we confirm the Order (or begin performance).
10.3 Changes. Quote pricing may change if scope, vendor pricing, freight, availability, or specifications change before acceptance.
10.4 ETA & vendor dependency. Delivery dates are estimates only and depend on third-party suppliers and carriers.
- Orders
11.1 How orders are placed. Orders may be placed via written acceptance, e‑signature, web portal approval, or email confirmation.
11.2 Authority. The person approving an Order represents they are authorized to bind Client.
11.3 Prepayment. Unless we extend credit terms in writing, project work and Goods will require prepayment.
11.4 Cancellation. Orders may be cancelled only if we agree in writing; cancellations may incur vendor restocking/cancellation charges.
- Pricing, Rates, and Taxes
12.1 Rates. Client will pay the rates in the applicable Plan/Quote/SOW and/or our Rate Schedule.
12.2 Taxes. Prices exclude Taxes unless a Quote states otherwise. Client is responsible for applicable sales/use taxes unless a valid exemption certificate is provided.
12.3 Rate changes (Plans). We may update Rate Schedules prospectively. Plan pricing changes require thirty (30) days’ notice and will take effect at renewal or as otherwise stated in the applicable Plan Schedule/Quote/Order.
12.4 After-hours. After-hours work is billed at 1.5× the standard hourly rate (time-and-a-half). Services performed on Saturday, Sunday, or a Holiday are billed at 2.0× (double time), and subject to a minimum charge of two (2) hours per service request/dispatch.
12.5 Expenses. Client reimburses reasonable out-of-pocket expenses (travel, shipping, parking, etc.) if approved in advance in writing.
12.6 Time increments. Work is billed in 0.1 hour (6 minute) increments, rounded up.
12.7 Return/Restocking fee. Returns/cancellations are subject to pass-through vendor/distributor restocking or cancellation fees at cost, plus any non-refundable freight or shipping charges.
12.8 Tariffs / Duties. Prices exclude any tariffs, duties, import surcharges, or similar government charges unless a Quote expressly states otherwise. If any such tariffs/duties are imposed or increased after a Quote is issued or after an Order is accepted, Client agrees to pay the pass‑through amount attributable to the affected Goods (and any related freight/handling impacts).
- Services and Plans
13.1 Scope. Plan inclusions/exclusions are defined in the Plan Schedule.
13.2 Projects vs support. Work outside plan scope is treated as billable project work under a Quote/SOW.
13.3 Service request channels. Client will submit support requests using the methods in Appendix A.
- Subcontracting
14.1 We may subcontract portions of the Services while remaining responsible for delivery.
- Delivery, Title, and Risk (Goods)
15.1 Delivery. We will use reasonable efforts to deliver by estimated dates; delays by suppliers/carriers are not our liability.
15.2 Risk. Risk of loss transfers to Client upon delivery to Client’s designated location.
15.3 Title retention. Title to Goods remains with Tech Dynamix until paid in full.
15.4 Insurance. Client is responsible for insuring Goods after delivery.
- Returns and Claims
16.1 Vendor policies. Returns and warranty claims are subject to manufacturer/distributor policies.
16.2 Non-returnable items. Custom-configured items, special-order items, opened software/licensing, and services are generally non-returnable.
16.3 Inspection window. Client must inspect shipments promptly and notify us in writing within seven (7) days of delivery for damage/shortage claims.
- Computing Limitations; Reasonable Assistance
17.1 Nature of troubleshooting. Client acknowledges diagnosing and remediating issues may require testing and iterative troubleshooting.
17.2 Reasonable assistance limits. “Reasonable assistance” under a Plan is limited to the scope and time allowances described in the Plan Schedule; additional work is billable.
17.3 Client decisions. Client is responsible for decisions to follow recommendations, purchase products, or approve remediation.
17.4 Backups and data. Unless a Plan/SOW explicitly includes backup and recovery, Client is responsible for backups and data protection.
- Force Majeure
18.1 Neither party is liable for failure to perform due to events beyond reasonable control (e.g., carrier failures, supplier shortages, power/internet outages, natural disasters, government actions).
- Product Specifications
19.1 Minor substitutions may be made if original products are unavailable, provided the replacement is equal or better and does not increase Client’s price without approval.
- Warranties
20.1 Third-party warranties. Client relies on manufacturer warranties for Goods unless we provide a separate written warranty.
20.2 No warranty for third-party services. We do not warrant third-party services, internet providers, or cloud providers.
- Liability
21.1 No indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, revenue, or goodwill).
21.2 Data loss. We are not liable for data loss or corruption except to the extent caused by our gross negligence or willful misconduct, and only where backups and recovery were included in scope.
21.3 Liability cap. Our total liability is limited to the fees paid (or payable) by Client to Tech Dynamix under the specific SOW/Order/Plan giving rise to the claim.
21.4 Non-waivable rights. Nothing limits liability where it cannot be limited under applicable law.
- Errors and Omissions
22.1 If pricing or description errors occur, we may correct them and, if Client does not accept the correction, cancel the affected portion and refund amounts paid for that portion.
OUR RESPONSIBILITIES
- Privacy and Data Handling
23.1 We collect and use personal information to provide Quotes, Orders, and Services.
23.2 We may share information with vendors/subcontractors as necessary to perform Services.
23.3 We will not sell Client data. Disclosure may occur if required by law.
23.4 Privacy Policy: https://techdynamix.com/privacy-policy/
- Website
24.1 Website content is provided “as-is.” We do not guarantee uninterrupted availability.
- Insurance
25.1 We maintain commercial general liability insurance. We also maintain Errors & Omissions (E&O) and Cyber Liability insurance (limits available upon request).
YOUR RESPONSIBILITIES
- Lodging Service Requests
26.1 Client will use the request channels in Appendix A.
26.2 Client will provide accurate contact information and timely responses to troubleshooting questions.
- Access to Systems, Sites, and People
27.1 Client will provide access to systems, accounts, sites, and personnel reasonably required to deliver Services.
27.2 If remote monitoring/management tools are required, Client authorizes installation and use on covered devices.
27.3 Client acknowledges some remediation may require devices to remain powered on and connected.
- Third‑Party Authorizations
28.1 Client authorizes Tech Dynamix to communicate with Client’s vendors (ISPs, SaaS providers, carriers, etc.) as needed, and will provide authorization forms/passwords/tokens when required.
- Payment, Late Payment, and Default
29.1 Payment terms. Invoices are due Net 15 unless stated otherwise.
29.2 Suspension. If an invoice remains unpaid thirty (30) days after its due date, we may suspend Services until the account is current.
29.3 Collections. Client is responsible for reasonable collection costs (including attorney fees where permitted).
29.4 Interest. Past-due amounts may accrue interest at the maximum rate allowed by law, calculated from the due date until paid.
29.5 Payment methods and fees.
- ACH payments are free.
- Credit card payments are permitted; credit card processing fees are passed through to Client.
- Paper check payments are accepted with a $10 processing fee.
- Auto-pay is available.
- Non‑Solicitation
30.1 During the term of Services and for one (1) year after termination, Client will not solicit or hire Tech Dynamix employees or contractors who provided Services to Client.
30.2 Remedy. If Client hires (directly or indirectly) a Tech Dynamix employee or contractor covered by Section 30.1, Client will pay Tech Dynamix twenty‑five percent (25%) of that individual’s annual base salary (or annualized compensation) as liquidated damages.
- Software and Licensing
31.1 Client is responsible for ensuring it owns or is licensed to use all software.
31.2 We are not responsible for penalties arising from unlicensed software provided by Client.
- Intellectual Property and Confidentiality
32.1 Client materials. Client represents it has rights to any materials it provides to us.
32.2 Our work product. Unless otherwise stated in an SOW, we retain ownership of our templates, methods, and pre‑existing IP. Client receives a license to use deliverables created specifically for Client upon full payment.
32.3 Confidentiality. Each party will protect the other’s confidential information using reasonable care and will only use it to perform under these Terms.
32.4 Exceptions. Confidentiality does not apply to information that is public, independently developed, or lawfully received from a third party.
APPENDIX A – Service Request Process
A1. Approved Support Channels
Client will submit Service Requests using:
- Phone: 440.210.1362
- Email: help@techdynamix.com
- Portal: https://portal.techdynamix.com/
Include a short description of the issue, impacted user/device, urgency, and screenshots/error messages if available.
A2. Requests Outside Business Hours
After-hours requests must be submitted by phone and may incur after-hours rates as defined in Section 12 and the Rate Schedule.