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Terms & Conditions

These Terms and Conditions (“T&Cs”) govern that certain Service Order, including any exhibits thereto (the “Order”) to which incorporated, by and between Customer and General Informatics, LLC. or an affiliated incorporating entity, (hereinafter “Company”). Both Company and Customer may be referred to as a “Party” or collectively as “Parties”. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Order. Therefore, in addition to the terms and conditions set forth in the applicable Order the following terms and conditions govern:

1. Services

(A)     Service Defined  Company agrees to provide the products and services (collectively “Services”) as further described in the applicable Order. The Order, these T&Cs, and any and all related exhibits and schedules attached to the Order shall collectively be referred to as the “Agreement”. Any services provided to Customer, which are not explicitly described and included in the Agreement shall be deemed “Out of Scope Services” and shall be invoiced to Customer at Company’s then current rates.

(B)     Service Quotes and Orders  Company shall provide to Customer the Services set out in one or more quote(s) (“Quote”), which once signed by the Customer and accepted by Company shall become an Order(s).

(C)     Service Changes  Customer and Company may modify the scope of Services provided in accordance with this Agreement by entering into a new Order. A new Order shall not be required, however, if only the quantity of Services increases within the agreed upon scope of Services contained in an Order. Notwithstanding the foregoing, upon not less than thirty (30) days prior notice to Customer, Company may modify or eliminate one or more Services. Use of Services by Customer shall be deemed acceptance any Service Changes.

(D)     Service Activation Date  The service activation date (“Service Activation Date”) is defined as the earlier of (a) the date that Customer commences use of the Service or (b) thirty (30) days after the date the applicable Order was executed.

2. Terms and Termination

These T&Cs, as may be amended from time to time, shall remain in effect so long as any services are being provided or any Order(s) remains in effect, thereafter and without further notice required terminate. Termination of Services provided under an Order shall be controlled by these T&Cs, unless otherwise specified in the applicable Order.

(A)     Termination

Order Termination for Convenience Either Party may terminate any Order for any reason upon sixty (60) days prior written notice to the other Party, subject to Subsection 2(B) herein.

Order Termination for Cause The breach of any term of the Agreement shall be considered a material breach and shall constitute a default. The non-defaulting Party may also terminate any Order or the Agreement, upon written notice to the other Party (the “Defaulting Party”), if:

i.  For reasons other than Customer non-payment, the Defaulting Party breaches the Agreement, and such breach is incapable of cure, or the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.

ii.  For Customer non-payment, if Customer does not pay all amounts due under the Agreement within five (5) days after receipt of notice of nonpayment.

iii.  Becomes insolvent or admits its inability to pay its debts generally as they become due.

iv.  Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing.

v.  Is dissolved or liquidated or takes any corporate action for such purpose.

vi.  Makes a general assignment for the benefit of creditors.

vii.  Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(B)     Early Termination Fee  Upon Customer’s termination of any Services set forth in an Order, for cause or at the end of any service term, Customer shall pay Company all charges for such Services provided through the effective date of such termination for the applicable Services that were terminated. Upon Customer’s termination without cause, Customer shall be obligated to pay an early termination fee equal to one hundred percent (100%) of the remaining monthly recurring charges associated with any term commitment(s) with respect to such terminated Services pursuant to an Order (“Early Termination Fee”), if any. It is agreed that Company’s damages in the event Customer terminates any Services set forth in any Order(s) would be difficult or impossible to ascertain. The provision for an Early Termination Fee is intended to establish liquidated damages in the event of a termination and is not intended as a penalty.

3. Customer’s Responsibilities and Warranties

(A)    Compliance with Laws and Regulations  Customer shall operate its business in compliance with all applicable treaties, federal, state and local laws, ordinances and regulations regarding the provision of the Services, including without limitation all applicable certifications, rules, regulations and orders and all federal, state and local regulatory agencies having jurisdiction over Customer’s services. Customer’s failure to comply with any applicable law shall be a material breach of the Agreement.

(B)     Customer Facilities  Customer has sole responsibility for the installation, testing, operation of, and costs associated with, any of its facilities, services (including interconnections) and equipment (collectively, “Facilities”) unless such Facilities are specifically designated as the responsibility of Company in an Order. To the extent applicable, the employees or duly authorized agents of Company may enter the site where the Services are provided at all reasonable hours to install, inspect, repair, maintain, replace and disconnect all lines and/or equipment, including removal of Company’s equipment. Further, Customer shall provide reasonable notice of all changes that may impact Company’s ability to provide Service(s) (including Customer contact information) pursuant to an Order, failure to do so shall be a material breach.

(C)     Customer Cooperation  Customer shall provide Company with access to Customer’s personnel, facilities, systems and information, reasonably required by Company to perform the Services and shall cooperate and provide Company with all assistance as may reasonably be required to perform the services under the Agreement.

4. Charges and Payment Terms

(A)    Charges  Customer is responsible to pay Company for all Services and related Additional Charges (as defined below). Charges shall accrue on the applicable Service Activation Date unless otherwise specified in the Order.

(B)     Invoices; Payment  Customer shall timely pay Company for Services in U.S. Dollars by electronic payment. Services shall be invoiced electronically to Customer at the rates and pursuant to terms set forth in the Agreement, or if not specified in the Agreement, in accordance with Company’s then current rates. Customer shall pay all undisputed bills within ten (10) days of date of the invoice (“Due Date”), unless otherwise specified in the Agreement. If payment is not received by Company on or before the Due Date, then Customer shall pay a late fee at the monthly rate of one and one-half percent (1½%) on the unpaid balance or the maximum lawful rate under applicable law.

(C)     Taxes Including Non-Tax Additional Charges  Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, regulatory fees, duties and charges of any kind imposed by or pursuant to any foreign, federal, state or local governmental entity on any amounts payable by Customer under the Agreement; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Company’s income, revenues, gross receipts, personnel or real or personal property or other assets. Customer acknowledges and understands that Company computes all service charges exclusive of any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property taxes), foreign taxes and governmental assessments, Federal Universal Service Fund assessments, value-added taxation, and withholding taxes in foreign jurisdictions whether charged to or against Company or Customer because of the Services furnished to Customer (collectively “Additional Charges”). Customer shall be responsible for all such Additional Charges in addition to all other charges provided for under the Agreement, whether collected by Company or not.

(D)     Exemption Certificate(s)  It is Customer’s sole responsibility to timely provide valid exemption certificates to Company, and Company will recognize such exemptions effective as of the date provided. Customer acknowledges that the validity of an exemption remains subject to verification by the appropriate authority not Company.

(E)     Billing Disputes  If Customer has a good faith basis to dispute any invoice, Customer shall provide Company with written notice describing disputed amount in reasonable detail including all documentation as may be reasonably required to support Customer’s position with respect to the dispute. Company and Customer shall work together to expeditiously resolve such disputes. All disputes must be submitted to Company within thirty (30) calendar days of the date of the first invoice containing the disputed charges. Any invoice that is not disputed within thirty (30) calendar days of its issuance will be considered final, excepting amounts related to exemption certificate(s) disallowed. Disputed amounts resolved in Customer’s favor shall be credited to Customer’s next regular invoice. Disputed amounts resolved in Company’s favor shall be paid by Customer to Company within five (5) days.

(F)     Payment Default, Cure and Remedies  Company shall have the absolute discretion to suspend and/or disconnect Customer for non-payment. Customer shall be obligated to pay the balance due to Company for all services and related Additional Charges provided to Customer and shall further be obligated to Company for all remedies available to Company pursuant to the Agreement.

(G)     Annual Adjustment  Commencing on the first day of each calendar year, Company shall have the right to increase the Rates by an amount equal to the increase in the U.S. Department of Labor’s Consumer Price Index for All Urban Consumers (CPI-U) plus three percent (3%).

5. Credit; Creditworthiness

To the extent credit extended and permitted by law:

(A)    Credit  Company reserves the right to withhold initiation or full implementation of any or all Services under the Agreement pending Company’s initial satisfactory credit review and approval thereof which may be conditioned upon terms specified by Company, including security for payments due under the Agreement in the form of a cash deposit or other means. Company reserves the right to modify its requirements, if any, with respect to any security or other assurance provided by Customer for payments due pursuant to the Agreement.

(B)     Creditworthiness  Company reserves the right to review Customer creditworthiness from an established credit company from time to time. If at any time there is a material or adverse change in Customer’s creditworthiness, then in addition to any other remedies available to Company, Company may elect, in its sole discretion, to exercise one or more of the following remedies: (i) cause start of Service(s) described in an Order to be withheld; (ii) cease providing Services pursuant to a suspension or disconnection in accordance with the Agreement or as otherwise allowed; (iii) decline to accept new requests from Customer to provide Services which Company may otherwise be obligated to accept; and/or (iv) condition its provision of Services on Customer’s assurance of payment which shall be a deposit or such other means to establish reasonable assurance of payment. An adverse material change in Customer’s creditworthiness shall include: (1) Customer’s material default of its obligations to Company under the Agreement or its obligations under any agreement between Customer or its affiliates, on the one hand, and Company or any of its affiliates, on the other hand; (2) failure of Customer to make full payment of all undisputed charges due under the Agreement on or before the Due Date on three (3) or more occasions during any period of twelve (12) or fewer months or Customer’s failure to make such payment on or before the Due Date in any two (2) consecutive months; (3) acquisition of Customer (whether in whole or by majority or controlling interest) by an entity which is insolvent, which is subject to bankruptcy or insolvency proceedings, which owes past due amounts to Company or any of its affiliates, or which is a materially greater credit risk than Customer; or, (4) Customer’s being subject to or having filed for bankruptcy or insolvency proceedings or the legal insolvency of Customer.

6. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER, THE SERVICES AND ANY RELATED SOFTWARE AND/OR HARDWARE COMPANY PROVIDES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, WRITTEN, ORAL, STATUTORY, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE COMPLETELY ERROR FREE OR THAT THE SERVICES WILL OPERATE WITHOUT LOSS OR INTERRUPTION.

7. Limitation of Liability

EXCEPT FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFIT OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RELATED TO THE SERVICES OR THE AGREEMENT WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY, AND WHETHER UNDER ANY THEORY OR CAUSE OF ACTION WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITIY OF SUCH DAMAGES. NEITHER PARTY’S TOTAL AGGREGATE LIABILITY HEREUNDER SHALL EXCEED AN AMOUNT EQUAL TO ONE (1) MONTH OF SERVICE CHARGES PAID TO COMPANY BY CUSTOMER, CALCULATED AS AN AVERAGE BASED ON THE PRECEEDING SIX (6) MONTHS PRIOR, FOR THE AFFECTED SERVICE THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER’S LIABILITY FOR COMPANY CLAIMS SUBJECT TO SECTION 4 SHALL NOT BE LIMITED. BOTH PARTIES HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THE AGREEMENT TO FAIL OF THEIR ESSENTIAL PURPOSE.

8. Indemnification

(A)    By Customer  Customer shall: (i) be responsible to Company for any damages caused by any of Customer’s intentional or illegal acts in connection with its use, including if applicable, resale or reselling, of Services: (ii) be responsible to Company for Customer’s breach of any obligation under the Agreement or Customer’s infringement of any third party right arising from the use of any services, equipment and software not provided by Company; and (iii) indemnify, defend and hold harmless Company from and against any third party, including end users if applicable, claims, actions, damages, liabilities, cost, judgments or expenses (including attorney fees) arising out of or relating to Customer’s and/or end user’s use, resale or reselling, if applicable, of the Services.

(B)     By Company  To the extent of the negligence, gross negligence or willfulness of Company or any employee, agent or contractor under the direction or control of Company, or to the extent any deliverables or materials used in or arising from provision of services are defective or unreasonable dangerous, Company will indemnify and hold harmless Customer, its owners, parents, affiliates, subsidiaries, agents, directors and employees from and against all judgments, orders, awards, claims, damages, losses, liabilities, cost and expenses, including, but not limited to, court cost and reasonable attorney’s fees arising from personal injury, sickness, disease, or death; and/or result from injury to or destruction of real or personal property directly caused by the acts or omissions of Company, its employees, agents and contractors under its direction or control.

9. Force Majeure

If Company’s performance as required by the Agreement, including any obligation thereunder is prevented, restricted or interfered with by causes beyond its reasonable control including acts of God, fire, explosion, vandalism, cable cut, storm or other similar occurrence, any law, order, regulation, direction, action or request of the United States government, or state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more such governments, or of any civil or military authority, or by national emergency, insurrection, riot, war, strike, lockout or work stoppage or other labor difficulties, or supplier failure, shortage, breach or delay, then Company shall be excused from such performance on a day to day basis to the extent of such restriction or interference. Company shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.

10. Authorized Use of Party's Name

Without the other Party’s prior written consent, neither Party shall refer to itself as an authorized representative of the other Party or use the other Party’s name, logos, trademarks, service marks, or any variations thereof.

11. Notices

All notices, requests or other communications pursuant to the Agreement shall be in writing, as stated herein. Notices mailed by registered or certified mail shall be deemed to be to have been received by the addressee on the fifth day following the mailing or sending thereof. Notices sent by facsimile or electronic mail shall be conclusively deemed to have been received when the delivery confirmation is received.

Notice to Company:

General Informatics, LLC
1 Smart Way
Baton Rouge, Louisiana 70810
Attn: Legal

Email: Legal@GenInf.com

Notice to Customer:

As listed on a Customer intake form or otherwise provided to Company by notice under this Section 11.

12. Use of Service

Acceptable Use Policy, found on the Company website, specifies the actions prohibited by Company to users of the Company network or the networks of third-party providers. Company reserves the right to make modifications to this policy at any time. Customers may request updates by contacting Legal@GenInf.com.

13. Confidentiality

(A)    Confidential Information  The Parties understand and agree that the terms and conditions of the Agreement, invoices to Customer for Services, quotes for Services and communications between the Parties regarding the Agreement or the Services and information related to any other agreement between the Parties or any affiliate of Company are considered “Confidential Information”.

(B)     Limited Disclosure  A Party shall not disclose Confidential Information (unless subject to discovery or disclosure pursuant to applicable law(s), to any other Party other than the directors, officers, and employees of a Party or a Party’s agents including their respective attorneys, consultants, brokers, lenders, insurance carriers or bona fide prospective purchasers who have specifically agreed in writing to nondisclosure of such Confidential Information. Violation by a Party or its agents of the foregoing provisions shall entitle the non-disclosing Party, at its option, to obtain injunctive relief without a showing of irreparable harm or injury and without bond.

(C)     Survival of Confidentiality  The provisions of this Section will be effective as of the effective date of the Agreement and remain in full force and effect for one (1) year from the termination or expiration of all Services pursuant to the Agreement.

14. Non-Solicitation

Customer hereby covenants and agrees that, for a period of one (1) year following the termination or expiration of all Services (“Restricted Period”), it will not: (a) either directly or indirectly, whether as an employee, agent, consultant, shareholder, owner, partner, investor, manager, member or in any capacity whatsoever, enter into an employment arrangement or otherwise engage Company’s or its affiliates’ employees, or (b) solicit or encourage any employee of Company’s or its affiliates’ employees to terminate his or her employment. Notwithstanding the foregoing, during the Restricted Period, Customer shall not hire or otherwise retain or employ any employee of Company or its affiliates until such employee’s employment has been terminated for more than six (6) months.

15. General

(A)    Choice of Law; Forum; Legal Fees  The Agreement shall be construed under the laws of the State of Texas without regard to conflict of law principles to the contrary. Customer hereby irrevocably submits to such jurisdiction of the state and federal courts located in Dallas County. Customer shall be responsible for all reasonable attorney’s fees and other costs, including but not limited to collection agency fees in addition to any other relief to which Company may be entitled.

(B)     Entire Agreement; Amendments  The Agreement constitutes the sole and entire agreement of Company and Customer with respect to the subject matter hereof or thereof, and supersedes all prior and contemporaneous understandings, agreements, all terms and conditions contained in any Customer provided purchase order(s), marketing documents, representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between the components of the Agreement the following order of precedence shall prevail: (1) the Order, (2) the exhibits and schedules attached to the Order, and (3) these T&Cs. No subsequent agreement between the Parties concerning the Services shall be effective or binding unless made in writing and signed by Customer and Company. Notwithstanding the foregoing purchase orders issued by Customer shall not be effective or binding or in any way modify the Agreement between the Parties even if in writing and signed by Customer and Company, and rather it shall be solely for Customer’s recordkeeping convenience and is hereby explicitly excluded from the Agreement. Additionally, with respect to services, Customer agrees to abide by all underlying third-party supplier terms and conditions including but not limited to software, cloud or other products or services. Underlying third-party provider terms and conditions are found, and updated from time to time, at: https://geninf.com/thirdparty_termsandconditions .

(C)     Successors and Assignment  The Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors or assigns, provided, however, that Customer shall not assign or transfer its rights or obligations under the Agreement without the prior written consent of Company, which consent shall not be unreasonably withheld.

(D)     Validity  If any part of any provision of Agreement shall be invalid or unenforceable under applicable law, rule or regulation, that part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of that provision or the remaining provisions of such Agreement. In such event, Customer and Company will negotiate in good faith with respect to any such invalid or unenforceable part to the extent necessary to render such part valid and enforceable.

(E)     No-Waiver  No term or provision of the Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.

(F)     Terms  The words and phrases used herein shall have the meaning generally understood in the telecommunications and/or data services industry, as applicable. The terms of the Agreement shall be construed in accordance with their fair meaning and not for or against either Party on account of which Party drafted such terms. “Including” and “include” mean including without limiting the generality of any description preceding such term. Reference to any law or legal requirement means such legal requirement as amended, modified, codified, replaced or reenacted, and in effect from time to time, including rules and regulations promulgated thereunder.

(G)     Exclusive Remedies  Except as otherwise specifically provided for in the applicable Order, the remedies set forth in the Agreement comprise the exclusive remedies available to either Party at law or in equity.

(H)     Survival  Notwithstanding any provision of the Agreement to the contrary, the provisions of these T&Cs which by their nature should apply beyond their terms shall remain in force after any termination or expiration of the Agreement, including, but not limited to, the provisions of the following Sections of these T&Cs: Subsection 3(A) (Compliance with Laws and Regulations); Section 4 (Charges and Payment Terms); Section 7 (Limitation on Liability); Section 8 (Indemnification) (and any other indemnification provisions set forth in the Agreement); Section 13 (Confidentiality); Section 14 (Non-Solicitation); Subsection 15(A) (Choice of Law; Legal Fees) and Subsection 15(H) (Survival).

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Don Monistere

Don Monistere is an Entrepreneur, Published Author and Accomplished Executive.

Monistere is the CEO and President of General Informatics. Monistere joined the General Informatics team in 2020 and has been actively growing its reach since. General Informatics is one of the fastest growing IT services providers in the Southeast and is considered the leading IT partner for businesses, schools, government agencies, and for the financial and maritime industry.

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