VORTECH CENTRAL INC.
CUSTOMER TERMS & CONDITIONS OF SALE
Effective Date: January 12, 2026
These Customer Terms of Sale ("Terms") govern all quotations, orders, purchases, renewals, and transactions under which Vortech Central Inc. ("Vortech") sells, resells, facilitates access to, or procures Products for the purchaser ("Customer"). Customer accepts these Terms by requesting a quote, issuing a purchase order, accepting a quote, paying an invoice, accepting delivery, downloading, installing, accessing, activating, renewing, or using any Product.
B2B only. Customer represents it is acquiring Products solely for commercial/business purposes and not as a consumer for personal, family, or household purposes.
No Customer terms. Any additional or conflicting terms contained in Customer purchase orders, procurement portals, vendor onboarding systems, or other documents are rejected unless expressly accepted by Vortech in a written amendment signed by an authorized Vortech signatory.
1. Definitions
1.1 "Products" means hardware, accessories, software, subscriptions, cloud/SaaS services, licenses, maintenance, support, warranties, professional services, and other offerings (i) sourced from third parties ("Providers") and resold or facilitated by Vortech, and/or (ii) expressly provided by Vortech as stated in a Quote or Order Confirmation.
1.2 "Provider" means a third-party manufacturer, publisher, licensor, distributor, cloud operator, marketplace seller, warranty provider, or service owner.
1.3 "Provider Terms" means Provider end user license agreements (EULAs), SaaS/service terms, acceptable use policies, support policies, SLAs, warranty policies, marketplace terms, and returns policies applicable to a Product.
1.4 "Quote" means Vortech's written quotation.
1.5 "Order Confirmation" means Vortech's written acceptance, invoice, shipment confirmation, provisioning notice, or delivery of license keys/credentials.
1.6 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential.
1.7 "Customer Data" means data Customer (or its users) submits to or processes in connection with Products/services.
2. Quotes, Ordering, Formation, Priority
2.1 Quote validity; vendor price changes. Quotes are valid for thirty (30) days from the date of issuance, unless a different validity period is stated in the Quote, the Quote is earlier withdrawn, or the Quote is not accepted within that period. Notwithstanding the foregoing, Quotes are subject to change prior to Vortech's acceptance if a Provider/manufacturer/vendor (or distributor) changes pricing, availability, specifications, lead times, program requirements, currency/exchange-rate impacts, tariffs, freight surcharges, or other cost components that affect the quoted Products. In such event, Vortech may revise the Quote, and the final pricing and availability are those stated in the applicable Order Confirmation.
2.2 Acceptance. Orders become binding only when accepted by Vortech, which may occur through an Order Confirmation, shipment, provisioning, or delivery of license keys/credentials.
2.3 Purchase orders. Customer purchase orders are accepted for administrative reference only and do not modify these Terms.
2.4 Order of precedence. In the event of a conflict, the following control (highest to lowest):
(a) a written amendment signed by both parties;
(b) Order Confirmation/Quote (commercial terms only);
(c) these Terms (including Exhibits);
(d) Provider Terms (for Product use and Provider-controlled obligations).
2.5 Electronic contracting. Electronic signatures, click-acceptance, and electronic records are valid and enforceable.
3. VAR Role; Provider Responsibility
3.1 VAR only. Vortech is a value-added reseller and procurement channel. Unless expressly stated in writing, Vortech does not manufacture, develop, or license Provider Products.
3.2 Provider control. Providers control Product specifications, warranties, support policies, security posture, service levels, and Provider Terms.
3.3 Customer evaluation. Customer is responsible for reviewing Provider documentation and confirming Products meet Customer requirements before ordering.
3.4 Third-party beneficiaries. Providers and marketplace sellers are intended third-party beneficiaries of relevant portions of these Terms and may enforce applicable protections to the extent relating to their Products/terms.
4. Provider Terms; Licensing; Compliance; Audits
4.1 Provider Terms apply. Customer must accept and comply with applicable Provider Terms.
4.2 License limits. Customer will not exceed licensed scope (users/devices/usage/territory).
4.3 Audit/true-up cooperation. If a Provider requires a compliance review/audit or true-up, Customer will cooperate reasonably and is responsible for under-licensing, penalties, and assessed charges.
4.4 Customer indemnity for misuse. Customer will indemnify Vortech for claims or losses arising from Customer's breach of Provider Terms or misuse/overuse of Products.
5. Pricing, Availability, Substitutions, Errors
5.1 Availability and allocation. Products may be allocated, backordered, substituted, or discontinued. Vortech may ship partially and may cancel unfulfilled quantities without liability.
5.2 Errors. Vortech may correct typographical, configuration, or pricing errors prior to acceptance/shipment/provisioning.
5.3 Special order/configured items. Special-order, configured, imaged, etched, assembled, or custom items may be non-cancellable and non-returnable once ordered/provisioned, as stated in the Quote/Order Confirmation and/or Provider Terms.
6. Taxes, Duties, Fees
Customer is responsible for all applicable taxes and fees, including GST/HST, PST/RST, QST, environmental fees, duties, brokerage, and customs charges unless a Quote/Order Confirmation expressly states otherwise. If Customer claims exemption, Customer must provide valid documentation before invoicing.
7. Payment (DEFAULT NET 30); Credit; Disputes; No Set-Off
7.1 Net 30 default. Unless otherwise stated on the invoice or Order Confirmation, payment is due Net 30 days from invoice date.
7.2 Late charges. Past-due amounts accrue interest at the lesser of 2% per month or the maximum permitted by law, plus reasonable collection costs (including legal fees where permitted).
7.3 Credit terms. Vortech may change or revoke credit terms, require prepayment/deposits, or suspend deliveries/provisioning based on credit status, compliance screening, or payment history.
7.4 Invoice disputes. Customer must dispute invoices in writing within 15 days of invoice date; undisputed amounts remain payable.
7.5 No set-off. Customer may not set off or withhold amounts owed to Vortech except where required by law.
7.6 No Chargebacks; Card Disputes; Payment Reversals (If Applicable)
(a) If Customer pays by credit card, debit card, ACH/EFT, wire, or other electronic method, Customer must first submit any billing dispute under Section 7.4 before initiating a chargeback, reversal, or bank/card dispute.
(b) Customer agrees not to initiate chargebacks for Products delivered/provisioned, authorized recurring charges, or non-cancellable Cloud Services/subscriptions, except where required by applicable law.
(c) If Customer initiates a chargeback/reversal contrary to these Terms and the transaction is ultimately determined to be valid/authorized, Customer will reimburse Vortech for the charged-back amount plus any bank/card network fees, administrative fees, and reasonable collection costs (including legal fees where permitted).
(d) Vortech may suspend deliveries, provisioning, renewals, and support while a chargeback/reversal is pending.
(e) Customer authorizes Vortech to provide transaction evidence to contest improper chargebacks.
8. Shipping, Delivery, Risk of Loss, Title
8.1 Shipping terms. Unless stated otherwise, shipments are FOB shipping point (or closest equivalent).
8.2 Risk of loss. Risk transfers to Customer upon shipment from Vortech or the Provider/drop-shipper.
8.3 Title; security interest. Title to hardware transfers upon shipment, subject to full payment (and, where permitted, Vortech may retain or obtain a purchase-money security interest in the hardware until paid in full). Software and cloud services are licensed, not sold.
8.4 Delivery estimates. Delivery dates are estimates only; Vortech is not liable for delays caused by carriers, customs, Provider supply issues, or force majeure.
9. Inspection, Acceptance, Shortage Claims
9.1 Inspection. Customer must inspect shipments promptly.
9.2 Acceptance. Use, installation, activation, deployment, or retention beyond applicable claim windows constitutes acceptance.
9.3 Shortages/wrong-ship. Shortage/wrong-item claims must be submitted within 5 business days of receipt in accordance with Exhibit A.
10. Returns and RMA
Returns are governed by Exhibit A (Returns & RMA Policy) and applicable Provider return rules. Where Provider rules are more restrictive, they apply.
11. Cloud/Marketplace Addendum
If Customer purchases Cloud Services, marketplace offers, consumption-based services, reserved/committed spend, or similar offerings, Exhibit B (Marketplace/Cloud Addendum) applies.
12. Warranty Framework; Disclaimer
12.1 Pass-through warranty. To the extent permitted and transferable, Vortech passes through Provider warranties.
12.2 Exclusive warranty remedies. Customer's exclusive warranty remedies are those provided by the Provider (repair/replace/refund) and may require Customer to work directly with the Provider.
12.3 Disclaimer. Except for express pass-through Provider warranties (if any), and to the maximum extent permitted by law, Vortech disclaims all warranties, conditions, and representations, express, implied, or statutory, including merchantability, fitness for a particular purpose, durability, and non-infringement.
12.4 No security guarantee. Vortech does not warrant Products are uninterrupted, error-free, or free from vulnerabilities.
13. Professional Services (If Sold)
Professional services are provided only if expressly stated in an Order Confirmation or written SOW. Unless stated otherwise, services do not include continuous monitoring, incident response, legal compliance assurance, or guaranteed cybersecurity outcomes. Customer will provide timely access, accurate information, and cooperation.
14. Subscriptions; Auto-Renewal; Consumption; True-Ups
14.1 Provider controls. Subscription terms, renewal timing, cancellation deadlines, usage metrics, and true-ups are governed by Provider Terms and the Order Confirmation.
14.2 Auto-renewal. Subscriptions may auto-renew unless cancelled per Provider Terms. Customer is responsible for cancellation deadlines and any committed spend or early termination fees.
14.3 Usage responsibility. Customer is responsible for all usage (including usage resulting from Customer credential compromise, misconfiguration, or unauthorized use within Customer's environment).
15. Compliance With Laws; Export Controls; Sanctions
Customer will comply with all applicable laws relating to ordering, import/export, use, and (if permitted) resale. Customer will comply with Canadian and U.S. export controls and sanctions laws applicable to Products, including restrictions on destinations, prohibited parties, and prohibited end uses. Customer will not export, re-export, transfer, or allow access to Products contrary to such laws. Vortech may refuse, cancel, or suspend transactions as required for compliance.
16. Anti-Bribery and Ethical Conduct
Customer will comply with applicable anti-corruption/anti-bribery laws and will not offer or provide improper payments, gifts, or anything of value in connection with Products.
17. Privacy and Data Protection
Each party is responsible for compliance with privacy/data protection laws applicable to its role. For Provider cloud/SaaS services, Providers generally process data under their own terms; Customer is responsible for assessing Provider privacy/security terms and configuring Products appropriately. Any data processing addendum applies only if separately signed by Vortech.
18. Confidentiality
Each party will protect the other's Confidential Information using reasonable safeguards and use it only for transaction purposes. Confidentiality obligations last 3 years from disclosure; trade secrets remain protected as long as they remain trade secrets. Compelled disclosures are permitted where required by law, with notice where legally permitted.
19. Intellectual Property
All Provider IP remains with the Provider. Customer will not reverse engineer, decompile, or circumvent license controls except where prohibited by law. Feedback may be used by Vortech/Providers without obligation unless prohibited by law.
20. Indemnification
20.1 Provider indemnities. Transferable Provider indemnities (if any) are passed through to Customer as permitted by the Provider.
20.2 No Vortech indemnity. To the maximum extent permitted by law, Vortech does not provide independent indemnities for IP infringement, product liability, or Provider service failures.
20.3 Customer indemnity. Customer will defend and indemnify Vortech against claims, damages, fines, penalties, and expenses (including reasonable legal fees) arising from Customer's breach of these Terms, breach of Provider Terms, unlawful use, export/sanctions violations, or Customer Data/integrations/configurations.
21. Limitation of Liability
21.1 Cap. To the maximum extent permitted by law, Vortech's total aggregate liability arising out of or relating to a transaction is limited to the lesser of:
(a) the amount paid by Customer to Vortech for the specific Product giving rise to the claim during the 12 months preceding the event; or
(b) CAD $5,000.
21.2 Excluded damages. Vortech is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits/revenue, loss of data, downtime, business interruption, reputational harm, or procurement of substitute goods/services, even if advised of the possibility.
21.3 Allocation of risk. These limitations are fundamental to pricing and apply even if a remedy fails of its essential purpose.
22. Claim Deadline / Limitation Period
To the maximum extent permitted by law, no action may be brought more than one (1) year after the cause of action arose. Customer must provide prompt written notice of claims and cooperate in mitigation.
23. Suspension; Refusal; Termination
23.1 Suspension/refusal. Vortech may suspend or refuse performance for non-payment, compliance screening holds, suspected fraud, misuse, or Provider refusal.
23.2 Termination for breach. Either party may terminate these Terms upon written notice if the other materially breaches and fails to cure within 30 days (or 10 days for payment).
23.3 Effect. Termination does not cancel payment obligations for delivered/provisioned Products and does not terminate Provider Terms governing already-licensed Products.
24. Governing Law; Dispute Resolution
24.1 Governing law. These Terms are governed by the laws of Canada and the laws of the Canadian province/territory where Vortech's principal place of business is located at the time the claim arises ("Home Jurisdiction"), excluding conflict-of-laws rules that would require another law.
24.2 Arbitration (B2B). Disputes will be resolved by confidential binding arbitration seated in the Home Jurisdiction under the rules of a recognized Canadian arbitration body, or UNCITRAL Arbitration Rules if unavailable.
24.3 Injunctive relief. Either party may seek injunctive relief in any court of competent jurisdiction for confidentiality, IP, fraud, or export/sanctions breaches.
24.4 CISG excluded. The CISG does not apply.
25. Force Majeure
Neither party is liable for delays or failure due to events beyond reasonable control (including supply chain disruption, carrier delays, Provider outages, disasters, or government action), except payment obligations for amounts due for delivered/provisioned Products.
26. Notices
Notices must be in writing and delivered by email, courier, or registered mail to the addresses on the Order Confirmation/invoice (or as later updated by notice). Email notices are effective when sent unless the sender receives a delivery failure notice.
27. Assignment
Customer may not assign these Terms without Vortech's prior written consent, except to a successor in a merger or sale of substantially all assets that assumes obligations in writing.
28. Severability; Waiver; Entire Agreement
If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. These Terms, the Order Confirmation/Quote, and any signed amendment are the entire agreement for the transaction. Waivers must be in writing; failure to enforce is not a waiver.
29. Language; Québec
These Terms are provided in English. If required by applicable Québec law for a specific transaction, Vortech will provide a French version upon request.
30. Optional Government Flow-Downs
If Customer is a Government Customer (as defined in Exhibit C) and such sales occur, Exhibit C applies only as stated therein.
EXHIBIT A — RETURNS & RMA POLICY
Effective Date: January 12, 2026
This Returns & RMA Policy ("Policy") applies to Products purchased from Vortech unless a written amendment signed by Vortech states otherwise. Provider return rules apply and may be more restrictive; where Provider rules conflict, the more restrictive rule applies.
A1. Return Eligibility
A1.1 Hardware. Hardware may be returnable only if:
(a) the Provider permits returns;
(b) the Product is factory-sealed/unopened, complete, and in resalable condition; and
(c) a return request is submitted within 30 calendar days of shipment (or the window stated in the Quote/Order Confirmation).
A1.2 Software / Digital / License Keys / Subscriptions. Software, license keys, electronically delivered items, and activated/provisioned subscriptions are non-returnable once issued/provisioned, unless the Provider explicitly allows a return.
A1.3 Special-Order / Configured / Custom. Special-order, configured, imaged, etched, assembled, or custom items are non-returnable once ordered/provisioned.
A2. Transit Damage
(a) If a shipment arrives with visible damage, Customer should refuse delivery where feasible.
(b) If accepted, Customer must notify Vortech within 2 business days of receipt and: retain all packaging, document damage on carrier records, and permit inspection/retrieval. Failure may void the claim.
A3. Shipment Discrepancies
Shortages, mis-shipments, or labeling errors must be reported within 5 business days of receipt with relevant documentation (packing slip, photos if requested).
A4. DOA / Defective
Defective or dead-on-arrival claims must be reported within 10 business days of receipt. Provider policies may require direct end-user processing; Vortech will provide routing instructions where applicable.
A5. Non-Returnable Items (Non-Exhaustive)
Opened items; missing accessories/packaging; clearance/refurbished/remanufactured; end-of-life/discontinued; special order/custom; items deemed unsalable; and any item the Provider refuses.
A6. RMA Authorization Process
All returns require prior written approval and an RMA number. Customer must provide invoice number, serial numbers, reason for return, seal status, and photos if requested. RMA validity: 15 business days from issuance; Product must arrive within this period.
A7. Packaging & Shipping Requirements
Customer is responsible for all return shipping, insurance, and risk of loss until accepted at the authorized facility. Returns must include original packaging, labels, manuals, inserts, and all components/accessories. RMA number must appear on the shipping label (do not write on manufacturer boxes).
A8. Incomplete Returns; Restocking Fees; Refusals
Non-defective returns may incur restocking fees up to 25% plus any Provider fees and non-refundable charges. Non-compliant returns may be refused or returned to Customer at Customer's expense.
A9. Credits / Replacements / Refunds
If approved, Vortech may issue replacement, store credit, or refund (less applicable fees). Shipping charges are non-refundable.
A10. Risk of Loss (Return Shipments)
Customer bears risk of loss/damage during return transit until accepted at the authorized receiving facility.
EXHIBIT B — MARKETPLACE / CLOUD / SUBSCRIPTION ADDENDUM (CSP / AWS / GCP-STYLE)
Effective Date: January 12, 2026
This Exhibit B applies to any cloud service, SaaS, subscription, marketplace purchase, consumption-based service, cloud support plan, reserved/committed spend, or Provider-hosted offering ("Cloud Service") ordered through Vortech.
B1. Provider Terms Control
Provider Terms govern Cloud Services. If these Terms conflict with Provider Terms for a Cloud Service, Provider Terms control for that Cloud Service, and these Terms continue to govern billing/collections and Vortech's reseller role.
B2. Provisioning; Admin Access; Customer Responsibilities
Cloud Services are provisioned to Customer's Provider account/tenant. Customer is responsible for administrator accounts, credential security, access controls, configurations, and user lifecycle management. If the Provider model uses delegated admin/partner-of-record, Customer authorizes Vortech to perform requested administrative actions as needed to provision/support/manage Cloud Services, subject to Provider permissions.
B3. Final Sale; No Refunds Except as Allowed by Provider
Cloud Service orders are final once provisioned/activated or once entitlements/keys are issued, except where the Provider expressly allows cancellation/refund. Reserved/committed spend, annual terms, and support plans are typically non-cancellable and may carry early termination obligations per Provider Terms. Service credits/uptime credits are governed solely by Provider Terms.
B4. Usage, True-Ups, and Disputes
Customer is responsible for all usage measured by the Provider, including usage due to Customer users, integrations, tokens/keys, misconfiguration, or credential compromise. Disputes must be raised within 15 days of invoice date and within any shorter Provider dispute window.
B5. Suspension; Data Retention/Deletion
Non-payment may result in suspension by Vortech and/or the Provider. Data retention/deletion is governed by Provider Terms; Customer is responsible for exporting data before termination/expiration.
B6. Support Model
Unless Customer purchases separate support from Vortech in writing, Cloud Service support is provided under Provider Terms (directly by Provider or permitted channels). Vortech may assist with routing/escalation where permitted but does not guarantee Provider outcomes.
B7. Marketplace Third-Party Offers
Marketplace seller terms may apply to third-party marketplace offers. Cancellations/refunds are controlled by marketplace rules and seller/Provider terms. Vortech is not responsible for third-party marketplace seller performance.
EXHIBIT C — GOVERNMENT CUSTOMER FLOW-DOWNS (OPTIONAL; APPLIES ONLY IF PUBLIC SECTOR SALES)
Effective Date: January 12, 2026
This Exhibit C applies only if (i) Customer is a government entity/public sector body, or (ii) Customer is purchasing for delivery to or use by a government entity (a "Government Customer").
C1. No Automatic Flow-Downs; Customer Must Identify Requirements
Government-specific clauses, portal terms, or flow-downs do not apply unless Vortech expressly agrees in a signed written amendment. Customer must provide required flow-downs before ordering; otherwise Customer is responsible for resulting costs/risks.
C2. Provider Terms Still Apply
Provider Terms govern Provider Products/Cloud Services even in public sector scenarios. Conflicts between government requirements and Provider Terms must be resolved with the Provider or by obtaining Provider-approved written terms.
C3. Security, Privacy, Data Residency, Accessibility
Unless expressly stated in writing, Vortech does not represent Products meet specific government certifications/clearances, data residency requirements, accessibility standards, or regulated frameworks. Customer is responsible for suitability assessments and implementing required controls.
C4. Records, Audit, and Public Disclosure
Any special record-keeping or audit rights must be agreed in writing. Customer is responsible for FOI/public records requests; where permitted, Customer will notify Vortech before disclosing Vortech Confidential Information and seek confidential treatment where available.
C5. Acceptance, Milestones, and Payment
Government acceptance procedures, milestone billing, or "pay-when-paid" terms apply only if expressly accepted in a signed amendment. Otherwise these Terms apply (including Net 30 default).
C6. Priority
If Exhibit C applies and conflicts with these Terms, Exhibit C controls only for the Government Customer transaction and only to the minimum extent necessary to satisfy an agreed written flow-down.