NPC Terms and Conditions of Sale and Warranty Statement
This document contains the terms and conditions that apply to your purchase or lease (Product) from NPC (NPC DataGuard, a division of Compugen Inc.)
NPC reserves the right to add, delete or amend these terms and conditions and will advise you when a material change makes it necessary to do so.
This document, in combination with your purchase or lease agreement, constitutes the entire agreement between you and NPC. Other than specifically provided in any separate formal purchase or lease agreement between you and NPC, these terms and conditions may not be altered or amended by the use of any other document(s). In the event of any conflict between the terms and conditions of this Agreement and any other document(s), other than a separate written purchase or lease agreement signed by both you and NPC, you agree that the terms and conditions of this Agreement shall prevail.
1. Quotes; Orders; Payment Terms; Interest
Any quotation provided by NPC will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 48 hours. Advertised prices are in the currency indicated in the advertisement, if no currency is indicated default currency is in Canadian Dollars and exclude shipping, handling and taxes, unless otherwise noted. Pricing is subject to change without notice. Product availability may be limited. Product(s) may not be available for immediate delivery. For all prices, Products and offers, NPC reserves the right without liability or prior notice to you to make adjustments due to changing market conditions, Product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances, and may modify or substitute Products and components of similar functionality and specifications prior to shipping.
NPC shall have the right at its sole discretion to refuse or cancel any order(s). Orders for Product are subject to credit approval; lease terms and conditions apply. If credit terms have been agreed to by NPC, invoices are due and payable within the terms stated on the invoice. You agree to pay interest on all amounts past due at a rate of one and one-half percent (1.5%) per month or portion thereof, the equivalent of eighteen percent (18%) per annum or the highest rate allowed under applicable law, whichever is lower.
2. Shipping and Handling Charges and Applicable Taxes
Shipping and handling charges and applicable taxes are extra unless otherwise quoted and will be shown separately on the invoice. You are responsible for all sales, use, goods and services, harmonized sales, and other taxes associated with the order however designated. To receive any tax exemption that may be available, you must provide NPC with a valid and correct tax exemption certificate applicable to the Product ship-to location prior to NPC’s acceptance of the order.
3. Shipping Delays
NPC is not liable for delays in shipment or failure to ship by the estimated ship date.
4. Limited Warranty
NPC warrants to the original purchaser that the Product will be free from defects in materials and workmanship for a period of three (3) years from the original date of purchase or lease. Should the Product fail to conform to this warranty during the warranty period, NPC will, at its option, either repair or replace the Product at no charge to you.
You are advised to execute a backup using the NPC DataGuard backup of your Product immediately before returning the Product for repair. NPC will not be responsible for any loss of data not backed up in its backup centre, or for any non-standard hardware or software that was not included in the original sale.
Normal computer use is covered by this warranty and includes the cost of parts and labour to fix any manufacturer defect on your computer. Third-party software is excluded from this warranty. Any warranty applicable to software is the sole responsibility of the software licensor. NPC shall not be held responsible under this warranty in any way for any damages or loss resulting from a cause, other than defects in materials or workmanship, relating to the repair or replacement of a defective Product.
Title to software will remain with the applicable licensor(s). All software is provided subject to the license agreement that is part of the package. You agree that you will be bound by the license agreement once the package is opened or its seal is broken, even if NPC technical services does so on your behalf. NPC does not warrant any software under this agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase and use. For Microsoft Office 365 users, you agree to the Microsoft Customer Agreement terms listed here.
6. Return and Customer Satisfaction Policies
To return Products you must follow NPC’s return procedures, including obtaining a Return Merchandise Authorization (RMA) number before shipping your Product. Product(s) must be returned within ten (10) calendar days after receiving an RMA number.
NPC will refund within the first thirty (30) days of a lease or purchase any Product that was incorrectly purchased or unsuitable for its intended use, at your discretion. After the first thirty (30) days of a lease or purchase, NPC may at its option accept the return of a Product on a goodwill / customer satisfaction basis. In this case, a purchased Product refund will be provided on a pro-rata basis, based on an expected useful life of the Product of three (3) years. In the case of a lease, the balance of payments will be forgiven. Shipping & handling, delivery and similar fees (including related sales taxes) are not in any case refundable.
Unless You are covered by our Loss and Theft Protection Plan, You are solely responsible for Products until NPC receives them. Returned Products must be in the same condition as you received them, normal wear and tear excepted. You must return all pre-loaded software and supplied accessories.
Excluding defective returns, Product must be returned with all shipping and insurance charges pre-paid and at your expense. As we specifically request that you insure the Product when returning, you accept the risk of loss or damage during shipping, and as such, claims for damage during return transit are specifically excluded from our Accidental Damage Protection.
NPC reserves the right to substitute defective parts with parts of similar functionality and specifications. You must obtain an RMA number from NPC prior to returning any defective part.
7. Accidental Damage Protection
NPC agrees to repair or replace the Product in the event it is accidentally damaged by dropping, liquid spills, extremes of temperature or power surge, subject to the conditions included herein. This plan does not cover failure as a result of normal wear and tear, misuse, abuse or any use of the Product not authorized by the manufacturer. NPC reserves the right to repair or replace the Product with a comparable feature model of like kind and quality. Replacement parts used will be new, refurbished or non-original manufacturer’s parts that perform to the factory specifications of the Product at the option of NPC. The plan does not cover deterioration of the appearance of the Product, any cosmetic part or finish defects such as paint, plastic, dents, scratches, cracks, or chips. Any damage resulting from unauthorized replacement parts, improper service or modifications made to the Product are not covered by this plan. If repairs are denied based on the terms and conditions of this coverage, you will be responsible for costs incurred. If after service is performed it is determined that the cause of the problem was related to software errors from software not provided by NPC, improperly functioning or defective customized or proprietary software, computer games or the like, defective peripheral equipment, or USB or networking devices, you will be responsible for costs incurred.
8. Optional Loss Protection Fee (separately purchased)
NPC offers separately purchased Loss Protection for the Product hardware and supplied software in the event of loss or theft. Providing you have purchased the Loss Protection coverage at the time of initial Product purchase, your account is in good standing, and your Product has been lost or stolen, NPC will replace your Product hardware free of charge subject to the terms and conditions herein. All claims of loss or theft are subject to a $250.00 claim processing fee. You must report your Product loss to NPC within 48 hours of determination of the loss or theft. Upon user authentication the NPC support personnel will activate theft procedures against the lost or stolen Product. In addition to other information required to substantiate your claim of loss or theft, NPC may require you to provide a police report. NPC reserves the right in its sole discretion to reject any claim, cancel all future unused services, and terminate the lease agreement for any claims determined in NPC’s opinion to be false, fraudulent, or excessive.
9. Technical Support
NPC will provide general service and technical support to you, in accordance with the then-current service and technical support policies and conditions in effect, for NPC Products. NPC promises that its support team will attempt to handle any problem involving NPC-branded Products over the telephone. However, NPC’s support people may not always be able to understand or resolve any given problem. Service offerings may vary from Product to Product. NPC has no obligation to provide service or support until NPC has received full and up-to-date payment for the Products and/or service or support contract for which service or support is requested.
10. Limitation of Liability
The warranties expressed in this document supersede all other warranties, either express or implied, including implied warranties of merchantability or fitness for a particular purpose, other than those warranties implied by and incapable of exclusion, restriction or modification under applicable law. The terms of any implied warranties that cannot be disclaimed are limited to the terms of this document. NPC’s maximum liability under any warranty shall not in any event exceed the total purchase price paid by you for Product and services.
In no event shall NPC (including any related companies, affiliates, officers, directors, employees or agents) be liable for any damages related to your purchase of Product or services hereunder, even if NPC has been advised of the possibility of such damages, except as expressly stated elsewhere in this document.
NPC shall not be liable to you for any damage or loss, or if NPC is unable to perform any of its obligations set out in these terms and conditions due to matters beyond the control of NPC, including but not limited to, (1) neglect, accident, unreasonable use, servicing or modification by anyone other than NPC or its authorized agent which occurs to Product, including caused by transit to the manufacturer for service, return, or evaluation, (2) acts of God, casualty, war, strike, lockout, epidemic, destruction of Production facilities, riot, insurrection, act of terrorism or other civil disobedience, any natural disaster including an earthquake, fire, flood, lightning, electrical surges, or improper power sources, or (3) any other cause beyond NPC’s reasonable control.
11. NPC Client Privacy Breach Remediation Insurance
NPC’s insurer will pay, subject to the terms of its insurer’s policy, up to $5M in the aggregate for the privacy breach remediation expense for the loss of personal information as defined by a statutory or regulatory body with jurisdiction in the geographic area of loss, when actual use or actual access of the lost information by unauthorized persons or entities is established, from an NPC DataGuard Pro product only, that was being used, maintained and unaltered within its design parameters.
12. Export Control
Products purchased or received under these terms and conditions shall be subject to export laws and regulations of Canada and the United States of America. You agree to comply with those regulations whenever you are permitted by NPC to export or re-export controlled Products or technical data obtained from NPC.
13. Not for Resale
You agree and represent that you are buying for your own internal use within Canada and not for resale, unless you have duly executed an authorized NPC Champion Reseller Agreement.
14. Protection and Non-Disclosure of Client Confidential Information
Our backup, security monitoring and malware monitoring services have been specifically designed so that neither we nor our technology vendor partners can see or have access to readable information stored on your NPC computer or in the backup data centre in the ordinary course of the delivery of our services. This does not apply to non-NPC computers sent to us for data migration. Data for Canadian clients is stored strictly in Canada, unless otherwise requested, without further replication or backup of stored data beyond Canada. Data for U.S. clients is stored strictly in the U.S., unless otherwise requested, without further replication or backup of stored data beyond the U.S. All data storage facilities are ISO-27001 and PCI DSS compliant. Stored client data is encrypted, disassembled and stored over multiple servers in a non-virtualized environment. No customer data in the backup data centre is ever written to disk as clear text. Penetration of a server either locally or remotely would not yield usable data. Corrupt, lost or damaged keys can only be replaced under strict management and security policy control in our storage vendor’s ISO 27001 environment.
NPC's technical services and security support centre in North-East Toronto, Ontario, does not store any user data. NPC technicians have no access credentials to user devices that would allow access to user data. All devices returned for secure decommissioning can have their encryption certificate removed or an NIST compliant data purge applied prior to service, or organizations can require users to move confidential data to temporary secure storage prior to service.
There is one instance that your information may be viewable in human-readable form by an NPC technician in the course of a service or data recovery event. Should you require technical assistance or help desk support, our technicians may suggest a remote login session whereby we take control of your screen and keyboard to facilitate your support request. This could be a data migration from one system to another or a service event. This can only be done on a “permission-by-incident” basis that requires you to be at your computer to approve and monitor the support session, and only after we ascertain through our security protocol it is you approving the request. We specifically request you close all files and applications that could display confidential information. During such a session, retrieval of a file from your computer is not possible with our remote support tool. All remote support sessions create a secure session video log of every step of the support event, available only to NPC management, which is routinely audited. Technicians who are capable of providing support are carefully screened, and have executed a non-disclosure and confidentiality agreement. This support methodology, while efficient and beneficial, is not essential to your use and enjoyment of your NPC Product. Should you feel at any time in the course of any of these services you are not comfortable with our procedures or assurances above, please advise the technician and an alternative method of support will be employed.
15. Privacy Notice
The headings of each of these terms and conditions are for convenience of reference only and shall not form part of these terms and conditions. Such headings shall be ignored in the interpretation or construction of any of these terms and conditions.
17. Governing Law
This document and any sales hereunder shall be deemed to have been made in the Province of Ontario and shall be construed and interpreted as according to the laws of the Province of Ontario and the applicable laws of Canada. The parties hereby agree to the non-exclusive jurisdiction of the courts of the Province of Ontario.
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