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STANDARD TERMS AND CONDITIONS OF SALE


These Terms and Conditions ("Agreement") govern the relationship between you (the "Client") and iControl, LLC ("Contractor") for the provision of services via our website and any related services ("Services"). By accessing or using our Services, you agree to be bound by these Terms and Conditions.

1. Waiver of Client's Standard Terms

The Client expressly waives any standard terms and conditions of sale, even if such terms are established after the execution of this Agreement. Any deviation from these terms must be explicitly agreed upon in writing by both Parties.

2. Independent Contractor Agreement

This Agreement is entered into by and between iControl, LLC (the "Contractor") and the Client, whose details are provided on the relevant engagement page or platform.

3. Services Provided

The Contractor will provide the Client with the following services:

  • Design-build physical security services
  • Any additional services may be agreed upon in writing.

4. Term of Agreement

  • The term of this Agreement will begin on the date of acceptance of the terms and continue until the completion of the services, unless terminated earlier as provided.
  • Either Party may terminate this Agreement by providing 7 days’ written notice.

5. Compensation

  • The Client agrees to pay the Contractor for Services as outlined in the quotation or sales order.
  • Payment terms are detailed in the relevant invoice or order form. All payments are due within 30 days of receipt of invoice.
  • If the Agreement is terminated before the completion of Services, the Contractor is entitled to compensation for work completed up to the termination date.

6. Reimbursement of Expenses

  • The Contractor may incur reasonable expenses while providing Services and will seek reimbursement from the Client for such expenses. All expenses must be pre-approved by the Client.

7. Late Payments and Interest

  • Late payments will incur interest at a rate of 25% per annum, or the maximum rate permitted by applicable law.

8. Confidentiality and Trade Secrets

  • The Contractor agrees to keep all proprietary and confidential information of the Client, including trade secrets, confidential and will not use or disclose this information except as authorized by the Client or required by law.

9. Ownership of Intellectual Property

  • All intellectual property developed or produced by the Contractor under this Agreement is the exclusive property of the Contractor.
  • The Client is granted a non-exclusive, limited-use license to use such intellectual property for the purpose of fulfilling the terms of the Agreement.

10. Return of Property

  • Upon termination of the Agreement, the Contractor will return any property belonging to the Client, including documents and confidential information.

11. Independent Contractor Status

  • The Contractor is engaged as an independent contractor and not an employee of the Client.
  • No social security, unemployment, workers' compensation, or other employee benefits are provided to the Contractor.

12. Right of Substitution

  • The Contractor may engage subcontractors to perform some or all of the Services but remains responsible for the quality and delivery of the Services.

13. Autonomy

  • The Contractor retains full control over the methods, tools, and timelines used to perform the Services. The Client may provide reasonable guidance, but the Contractor will not be under the direct control of the Client.

14. Equipment

  • The Contractor will supply their own tools, equipment, and materials necessary for providing the Services unless otherwise agreed.

15. No Exclusivity

  • This Agreement is non-exclusive, and both Parties may engage third parties for similar services at any time.

16. Notices

  • All notices, communications, or requests under this Agreement must be made in writing and delivered to the contact details provided by the Parties on the website or via email.

17. Indemnification

  • Both Parties agree to indemnify and hold each other harmless against any claims or damages arising from the breach of this Agreement or any negligent acts related to the Services.

18. Modification of Agreement

  • Any modification or amendment to this Agreement must be made in writing and agreed upon by both Parties.

19. Limitation of Liability

  • To the fullest extent permitted by law, the Contractor’s liability for any claims arising out of this Agreement will be limited to the total amount of compensation paid by the Client for the specific Services in question.

20. Governing Law

  • This Agreement will be governed by the laws of the State of Ohio, USA.

21. Severability

  • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

22. Waiver

  • A waiver of any breach of this Agreement does not constitute a waiver of any other breach, whether related or unrelated.

23. Privacy Policy

The Client’s use of our Services is also governed by our Privacy Policy (which explains how we collect, store, and use your personal data).

24. Website Use

By using this website, you agree to comply with all applicable laws and regulations. The Contractor may modify or discontinue the Services at any time without prior notice.

25. Entire Agreement

This Agreement, along with any incorporated documents (such as the Privacy Policy), constitutes the entire understanding between the Parties. Any previous agreements or representations are superseded by this Agreement.

26. Contact Information

For any inquiries or issues regarding these Terms and Conditions, please contact us at:

iControl, LLC

3737 Easton Market #1035, Columbus, OH 43219, USA

Email: info@icontrolaccess.com

Acceptance

By using our website or engaging with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.