1. Acceptance of These Terms
These Terms and Conditions of Sale and Service (the "Terms" or this "Agreement") are a binding contract between you ("Customer") and Sivility Systems LLC, a value-added reseller of information technology products and services ("Sivility," "we," "us," or "our").
By accepting delivery of any products, by engaging Sivility to perform or procure any services, by submitting or accepting a quote or purchase order, or by using this website or any Sivility portal, Customer agrees to be bound by and accepts these Terms — unless Customer and Sivility have signed a separate written agreement, in which case that signed agreement will control.
The terms and conditions of product sales and service engagements are limited to those contained herein. Any additional or different terms or conditions in any form delivered by Customer (including in a purchase order or other business form) are hereby deemed material alterations, and notice of objection to and rejection of them is hereby given. Any general description of products, services, or expected results posted on the website or any application does not constitute part of this Agreement.
2. Definitions
"Products" means hardware, software, licenses, subscriptions, cloud services, peripherals, and related goods resold or provided by Sivility. "Services" means professional, configuration, installation, deployment, managed, support, or other services provided or procured by Sivility, including those described in a statement of work ("SOW").
"Manufacturer" means the original equipment manufacturer, publisher, or licensor of a Product (for example, Cisco, HPE, Arista, AWS, and other partners). "Order" means an accepted request to purchase Products or Services.
3. Sivility's Role as a Value-Added Reseller
Sivility is an authorized reseller and integrator. Products are manufactured, published, or provided by third-party Manufacturers and are subject to the applicable Manufacturer's terms, warranties, end-user license agreements, support policies, and acceptable-use policies, which are incorporated by reference where they apply.
Sivility does not manufacture Products and makes no representations beyond those expressly stated in this Agreement. Manufacturer warranties, support, and remedies are provided directly by the Manufacturer, and Customer's primary remedy for Product defects is through the applicable Manufacturer.
4. Quotes, Orders, and Acceptance
Quotes are estimates and are valid only for the period stated on the quote or, if none is stated, for thirty (30) days. Quotes may be revised or withdrawn before acceptance, and are subject to Product availability, Manufacturer pricing, and credit approval.
All Orders are subject to acceptance by Sivility. An Order is not binding until Sivility accepts it, begins fulfillment, or ships the Products. Sivility may decline, cancel, or limit any Order, including for errors in pricing or availability, suspected fraud, export-control concerns, or credit reasons.
5. Pricing and Errors
Prices are subject to change and may be affected by Manufacturer pricing, currency, tariffs, supply conditions, and configuration changes. Unless a quote expressly states that pricing is firm for a defined period, pricing is not guaranteed until an Order is accepted.
Typographical, clerical, or technical errors in pricing, descriptions, or availability are subject to correction. Sivility reserves the right to cancel any Order placed for a Product listed at an incorrect price, even after the Order has been confirmed.
6. Payment Terms
Payment terms are at Sivility's discretion and subject to credit approval. Unless otherwise stated on the invoice or in a signed agreement, invoices are due upon receipt, and Customer is responsible for the full purchase price plus applicable shipping, handling, and taxes.
Sivility may invoice in full or in part, including upon partial shipment or per milestones in an SOW. Past-due amounts accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by California law, whichever is less. Customer is responsible for all costs of collection, including reasonable attorneys' fees and court costs.
Customer may not withhold or offset any amounts owed. Sivility may suspend performance, hold shipments, or revoke credit for nonpayment or for any deterioration in Customer's financial condition.
7. Taxes and Fees
Prices do not include sales, use, excise, value-added, environmental, electronic-waste, or other taxes or governmental fees, all of which are the responsibility of Customer. Customer claiming exemption must provide a valid exemption or resale certificate at the time of purchase; Customer remains responsible for any taxes later assessed if an exemption is disallowed.
8. Security Interest
Until Sivility receives payment in full, Customer grants Sivility a purchase-money security interest in the Products sold and their proceeds to secure payment. Customer authorizes Sivility to file financing statements and take other actions necessary to perfect this interest.
9. Shipping, Title, and Risk of Loss
Shipping dates and lead times are estimates only and are not guaranteed. Sivility is not liable for delays caused by Manufacturers, carriers, supply shortages, or other causes beyond its reasonable control.
Unless otherwise agreed in writing, title to Products (excluding software, which is licensed) and risk of loss pass to Customer upon delivery of the Products to the carrier (F.O.B. origin). Customer is responsible for filing carrier claims for loss or damage in transit. Customer must inspect shipments promptly and report shortages or visible damage within five (5) business days of delivery.
10. Returns, Cancellations, and Restocking
Returns are subject to the applicable Manufacturer's return policies and require a Return Merchandise Authorization (RMA) from Sivility before any Product is returned. Many Products — including special-order items, custom configurations, software, licenses, subscriptions, and opened or activated items — are non-returnable and non-cancelable.
Authorized returns must be unused, in original condition and packaging, and returned within the period stated on the RMA. Returns may be subject to a restocking fee of up to twenty-five percent (25%) and to deductions for missing items, damage, or freight. Customer is responsible for return shipping unless the return results from Sivility's error.
11. Warranties and Disclaimer
Products are covered solely by the warranties, if any, provided by the applicable Manufacturer, which are passed through to Customer to the extent permitted. Customer's exclusive remedy for defective Products is under the Manufacturer's warranty.
Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Customer's exclusive remedy for nonconforming Services is, at Sivility's option, re-performance of the affected Services or refund of the fees paid for those Services.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SIVILITY PROVIDES PRODUCTS AND SERVICES “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SIVILITY DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
12. Software, Subscriptions, and Cloud Services
Software, subscriptions, and cloud services are licensed, not sold, and are governed by the applicable Manufacturer's or publisher's end-user license agreement, terms of service, and acceptable-use policy. Customer is responsible for reading and complying with those terms before use.
Subscription and cloud terms — including auto-renewal, true-ups, usage charges, and cancellation windows — are set by the Manufacturer and are non-cancelable except as that Manufacturer permits. Sivility is not responsible for Manufacturer service availability, changes, or discontinuation.
13. Services and Statements of Work
Services are described in a quote, SOW, or other written document. Any work beyond the agreed scope is subject to a written change order and additional fees. Customer will provide timely access, information, facilities, and cooperation reasonably required for Sivility to perform Services.
Unless otherwise stated, Services are provided during normal business hours, and estimates of time and materials are not guarantees. Delays caused by Customer or third parties may affect schedule and cost.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SIVILITY AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SIVILITY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO A PRODUCT OR SERVICE WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SIVILITY FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. These limitations apply regardless of the form of action and represent an agreed allocation of risk reflected in the pricing.
15. Indemnification
Customer will defend, indemnify, and hold harmless Sivility and its affiliates, officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from Customer's misuse of Products or Services, violation of law or third-party rights, breach of this Agreement or any Manufacturer terms, or Customer's data or content.
16. Export, Compliance, and End Use
Products and software may be subject to U.S. and foreign export-control and sanctions laws. Customer agrees to comply with all applicable laws and will not export, re-export, or transfer Products in violation of those laws, and will not resell or use Products for any prohibited end use or to any restricted party.
17. Website and Portal Use
This website and Sivility customer or admin portals are provided for business information, quoting, ordering, and account management. Access may require authorized credentials, which Customer must keep secure; Customer is responsible for activity under its credentials and must notify Sivility promptly of any suspected unauthorized access.
Customer agrees to use the website and portals lawfully and not to interfere with their operation, security, or availability, or to attempt unauthorized access to any system or data.
18. Intellectual Property
The Sivility name, logos, designs, text, graphics, and site content are owned by Sivility Systems LLC or its licensors and may not be copied, modified, distributed, or used without prior written permission. All Manufacturer marks are the property of their respective owners. Nothing in this Agreement transfers any intellectual property rights to Customer except the limited rights expressly granted by the applicable Manufacturer license.
19. Third-Party Links and Partners
The website may link to Manufacturers, distributors, platforms, or other third-party resources. Sivility does not control and is not responsible for third-party content, products, policies, or services, and such links do not imply endorsement.
20. Force Majeure
Sivility is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, labor disputes, war, terrorism, governmental action, pandemics, Manufacturer or supplier delays, component shortages, carrier delays, utility or network failures, or cyber incidents.
21. Governing Law and Venue
This Agreement and any dispute arising out of or relating to it, the Products, or the Services are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties agree that the exclusive venue and jurisdiction for any action, suit, or proceeding arising out of or relating to this Agreement shall be the state and federal courts located in Orange County, California. Each party consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.
22. Dispute Resolution and Limitation Period
Before initiating litigation, the parties will attempt in good faith to resolve any dispute through senior-level negotiation. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by California law.
23. General Provisions
This Agreement, together with any accepted quote, SOW, invoice, and applicable Manufacturer terms, is the entire agreement between the parties regarding its subject matter and supersedes prior understandings. If any provision is held unenforceable, the remaining provisions remain in effect. Sivility's failure to enforce any provision is not a waiver. Customer may not assign this Agreement without Sivility's prior written consent. Notices to Sivility should be sent to the contact address below.
Sivility may update these Terms periodically. Continued use of the website, portals, or services, or placement of new Orders after an update, constitutes acceptance of the revised Terms.
24. Contact and Notices
Questions or legal notices regarding these Terms may be directed to Sivility Systems LLC, 26060 Acero, Suite 103, Mission Viejo, CA 92691, by email at sales@sivility.com, or by phone at +1 (949) 693-3106.