Terms of Service

WENO OFFICE SOLUTIONS

Effective Date: March 17, 2026

Version 1.0

These Standard Terms and Conditions of Sale and Service (“Terms”) apply to all quotations, proposals, order acknowledgments, invoices, service agreements, and sales of products and services by WENO Office Solutions (“Provider,” “WENO,” “we,” or “us”) to the purchasing party (“Client,” “Customer,” or “you”). By placing an order, accepting delivery of products, authorizing the commencement of services, or making payment, Client agrees to be bound by these Terms. These Terms are available at https://www.wenooffice.com/terms and are incorporated by reference into all Provider quotations, proposals, order acknowledgments, invoices, and service agreements.

1. DEFINITIONS

“Products” means all equipment, hardware, supplies, parts, and materials sold or furnished by Provider, including but not limited to office equipment, copiers, printers, multifunction devices, networking equipment, structured cabling, audio/visual systems, computers, servers, security cameras, access control systems, furniture, and related items.

“Services” means all labor, support, consulting, design, installation, configuration, maintenance, repair, and managed services performed by Provider, including but not limited to managed print services (MPS), IT support and management, network design and installation, structured cabling, audio/visual installation, cybersecurity services, cloud services, and related professional services.

“Work” means the combined delivery of Products and Services under an Order.

“Order” means any purchase order, service agreement, proposal, scope of work, statement of work, work order, or other written request for Products and/or Services accepted by Provider.

1. ACCEPTANCE OF ORDERS

2.1 All Orders are subject to acceptance by Provider. Provider may accept an Order by written acknowledgment, commencement of Work, delivery of Products, or performance of Services. No Order shall be binding upon Provider until accepted.

2.2 These Terms constitute the sole and complete agreement between the parties regarding the sale of Products and performance of Services and supersede all prior or contemporaneous oral or written communications. Any terms or conditions contained in Client’s purchase order, acknowledgment, or other document that are additional to, different from, or inconsistent with these Terms are expressly rejected by Provider and shall not become part of the agreement between the parties, unless specifically agreed to in writing and signed by an authorized representative of Provider.

2.3 Where a separate written agreement signed by both parties exists covering the Products and/or Services (such as a Managed Services Agreement or Master Service Agreement), the terms of that agreement shall prevail to the extent they conflict with these Terms.

1. QUOTATIONS AND PRICING

3.1 Unless otherwise stated in writing, all quotations and proposals are valid for thirty (30) calendar days from the date of issue.

3.2 Prices are as stated on Provider’s accepted quotation, proposal, or order acknowledgment. All prices are in U.S. Dollars (USD).

3.3 Prices do not include applicable sales tax, use tax, excise tax, permit fees, shipping, handling, or any other taxes or charges unless expressly stated. Client shall be responsible for all such taxes and charges, or shall provide valid exemption certificates prior to delivery or commencement of Services.

3.4 Provider reserves the right to adjust pricing on undelivered Products or unperformed Services if manufacturer pricing, distributor pricing, or other supply costs change after the date of quotation. Any such adjustment will be communicated to Client in writing, and Client may cancel the affected portion of the Order without penalty within five (5) business days of receiving notice.

1. PAYMENT TERMS

4.1 Payment terms are Net 30 days from the date of invoice unless otherwise agreed in writing.

4.2 For projects involving custom installation, structured cabling, networking, audio/visual, or furniture installation, Provider may require a deposit of fifty percent (50%) of the total project price prior to commencing Work, with the remaining balance due upon completion and Client acceptance. Specific deposit requirements will be stated on the proposal or order acknowledgment.

4.3 For managed print services (MPS), IT managed services, and other recurring service agreements, billing will be on a monthly basis unless otherwise specified in the service agreement. Recurring charges begin on the service activation date.

4.4 Invoices not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by California law, whichever is less, from the due date until paid in full.

4.5 Credit card payments may be subject to a processing fee of up to three percent (3%), which will be disclosed at the time of transaction.

4.6 If Client fails to make any payment when due, Provider may, without liability: (a) suspend the performance of Services and/or delivery of Products on any outstanding Orders, (b) require prepayment or other assurances for future Orders, (c) suspend managed services or remote monitoring, and/or (d) declare all outstanding amounts immediately due and payable.

4.7 Client shall reimburse Provider for all costs of collection, including reasonable attorney fees and court costs, incurred in collecting past-due amounts.

1. DELIVERY OF PRODUCTS

5.1 Unless otherwise agreed in writing, Products will be delivered to Client’s specified location. Title to and risk of loss for Products pass to Client upon delivery to Client’s location.

5.2 Delivery and installation dates provided by Provider are estimates based on manufacturer lead times and scheduling availability. While Provider will use commercially reasonable efforts to meet estimated dates, Provider shall not be liable for any damages, penalties, or charges resulting from delays in delivery or installation.

5.3 Freight and delivery charges will be stated on the quotation or invoice. Any additional charges for after-hours delivery, special equipment, or access requirements will be communicated to Client in advance.

1. INSTALLATION AND SITE CONDITIONS

6.1 Where Services include installation, Client shall ensure that the installation site is accessible, safe, and ready for Work on the scheduled date. Client responsibilities include, but are not limited to: (a) providing adequate electrical power and connectivity as specified by Provider; (b) ensuring clear and unobstructed access to the work area; (c) providing elevator or loading dock access where applicable; (d) obtaining any necessary building permits or landlord approvals; and (e) removing or securing existing furniture, equipment, and personal property from the work area.

6.2 If Provider arrives at the installation site and is unable to commence or complete Work due to site conditions not being met by Client, Provider may charge for the service call at the applicable labor rate, and the installation will be rescheduled. Client shall bear any additional costs arising from rescheduling.

6.3 Provider’s standard labor rate for installation, service, and project work is stated on the applicable quotation or proposal. Work performed outside of normal business hours (Monday through Friday, 8:00 AM to 5:00 PM Pacific Time) may be billed at a premium rate as agreed upon in advance.

6.4 Any changes to the scope of Work after Order acceptance (“Change Orders”) must be agreed upon in writing by both parties. Change Orders may result in additional charges and schedule adjustments.

1. MANAGED PRINT SERVICES (MPS)

7.1 Where Provider furnishes managed print services, the specific terms, equipment, coverage, and pricing will be detailed in a separate MPS Agreement or addendum. In the absence of such separate agreement, the following terms apply.

7.2 MPS includes the supply of toner, parts, and labor for covered devices as specified in the service agreement. MPS does not include paper, staples, or other consumable supplies unless explicitly stated.

7.3 Provider will monitor device usage and proactively ship supplies and schedule maintenance. Client agrees to allow Provider remote access to networked devices for monitoring and management purposes.

7.4 Client shall not use third-party toner, parts, or supplies in managed devices without Provider’s prior written consent. Use of unauthorized supplies may void coverage and result in additional service charges.

1. IT AND MANAGED SERVICES

8.1 Where Provider furnishes IT managed services, network support, cybersecurity, cloud services, or similar technology services, the specific terms, service levels, coverage, and pricing will be detailed in a separate Managed Services Agreement (MSA) or statement of work. In the absence of such separate agreement, the following general terms apply.

8.2 Provider will use commercially reasonable efforts to maintain the availability and performance of Client systems under management. Provider does not guarantee uninterrupted or error-free operation of any system, network, or service.

8.3 Client is responsible for maintaining current and complete backups of all data. Provider is not responsible for data loss, corruption, or recovery unless backup services are included in the service agreement and such failure is directly caused by Provider’s negligence.

8.4 Client shall provide Provider with reasonable access (physical and remote) to all systems, networks, and devices under management. Client shall designate authorized contacts who may request service, approve changes, and authorize expenditures.

8.5 Provider may recommend and implement security measures, software updates, and configuration changes as part of its managed services. Client acknowledges that no security measure can guarantee complete protection against all threats, and Provider shall not be liable for security breaches except to the extent directly caused by Provider’s gross negligence.

1. INSPECTION AND ACCEPTANCE

9.1 Client shall inspect all Products and completed Services within five (5) business days of delivery or completion (“Inspection Period”). Products and Services shall be deemed accepted unless Client provides written notice of rejection to Provider within the Inspection Period, specifying the nature of the deficiency in reasonable detail.

9.2 For installation projects, Provider will conduct a walkthrough with Client upon completion. Client’s sign-off on the project completion form, or use of the installed Products or systems, shall constitute acceptance.

1. CANCELLATION AND CHANGES

10.1 Orders for standard, off-the-shelf Products may be cancelled by Client with written notice received by Provider at least five (5) business days prior to the scheduled delivery date, subject to a restocking fee of up to fifteen percent (15%) of the Order value.

10.2 Orders for custom-configured Products, special-order items, or Products that have been ordered from manufacturers or distributors on Client’s behalf may not be cancelled after Order acceptance without Provider’s written consent. If Provider consents, Client shall be liable for all costs incurred, including restocking fees charged by manufacturers or distributors.

10.3 Service agreements and managed services contracts may be terminated in accordance with the termination provisions stated in the applicable service agreement. In the absence of specific termination provisions, either party may terminate recurring services with sixty (60) days’ written notice.

1. LIMITED WARRANTY

11.1 Products: Provider warrants that Products sold by Provider will be free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery, or for the duration of the manufacturer’s warranty, whichever is longer. Provider passes through all applicable manufacturer warranties to Client. Provider’s warranty does not cover consumable supplies (toner, ink, drums, fusers, maintenance kits) used in the normal course of operation.

11.2 Services: Provider warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Services do not meet this standard, Client must notify Provider in writing within thirty (30) days of completion, and Provider will re-perform the deficient Services at no additional charge.

11.3 Installation: Provider warrants all installation work, including structured cabling, networking, and audio/visual installations, for a period of one (1) year from the date of project completion and Client acceptance. This warranty covers defects in installation workmanship only and does not extend to manufacturer product defects, third-party interference, unauthorized modifications, environmental damage, or normal wear and tear.

11.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW.

1. LIMITATION OF LIABILITY

12.1 IN NO EVENT SHALL PROVIDER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SALE OF PRODUCTS, PERFORMANCE OF SERVICES, OR ANY ORDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THE SPECIFIC ORDER GIVING RISE TO THE CLAIM, OR, FOR RECURRING SERVICES, THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 The limitations set forth in this Section 12 shall apply to the fullest extent permitted by applicable law and shall survive the failure of essential purpose of any limited remedy.

1. DATA HANDLING AND CONFIDENTIALITY

13.1 In the course of providing Services, Provider may have access to Client data, systems, passwords, configurations, and business information (“Client Data”). Provider shall treat all Client Data as confidential and shall not disclose, use, or permit access to Client Data except as necessary to perform the Services or as required by law.

13.2 Client is solely responsible for maintaining current and complete backups of all Client Data. Except where backup services are expressly included in the service agreement, Provider shall have no liability for loss, corruption, or unavailability of Client Data.

13.3 Upon termination of Services, Provider will return or make available to Client all Client Data in Provider’s possession, and will delete Provider’s copies within a commercially reasonable time, except as required by law to retain.

13.4 Each party agrees to hold in confidence all non-public business, technical, and financial information received from the other party (“Confidential Information”). These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice of such requirement.

1. INTELLECTUAL PROPERTY

14.1 All proprietary tools, methodologies, templates, scripts, configurations, and processes developed or owned by Provider remain the exclusive property of Provider.

14.2 Provider grants Client a non-exclusive, non-transferable license to use any software, firmware, or configurations installed by Provider solely in connection with Client’s normal business operations, subject to applicable third-party license agreements.

14.3 Where Provider resells third-party software, hardware, or services, Client’s use of such products is subject to the applicable third-party end-user license agreements, terms of service, and warranty terms. Provider is not liable for third-party products or services beyond the scope of its own warranty and obligations under these Terms.

1. COMPLIANCE WITH LAWS

15.1 Provider shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under these Terms.

15.2 Client shall comply with all applicable laws, regulations, and ordinances governing the purchase, use, and disposal of Products, and the use of Services, including but not limited to data privacy laws, software licensing requirements, and electronic waste disposal regulations.

1. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, fire, flood, earthquake, war, terrorism, civil unrest, government actions or orders, embargoes, sanctions, labor disputes or strikes, supply chain disruptions, manufacturer allocation or backorder delays, transportation delays, utility failures, internet outages, or cyberattacks (“Force Majeure Event”). The affected party shall notify the other party promptly in writing of the Force Majeure Event and its expected duration. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Order without liability.

1. INDEMNIFICATION

17.1 Client shall indemnify, defend, and hold Provider and its officers, directors, employees, and agents harmless from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) Client’s use of Products or Services; (b) Client’s breach of these Terms; (c) Client’s negligence or willful misconduct; (d) claims arising from Client-furnished data, specifications, or requirements; or (e) any use of Products or Services by Client that violates applicable law.

17.2 Provider shall indemnify, defend, and hold Client harmless from and against claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of Provider’s gross negligence or willful misconduct in the performance of Services.

1. INDEPENDENT CONTRACTOR

The relationship between Provider and Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider’s personnel are not employees of Client and are not entitled to any Client employee benefits.

1. ASSIGNMENT

Client may not assign any Order or any rights or obligations under these Terms without Provider’s prior written consent. Provider may assign its rights and obligations under these Terms to any affiliate or successor in interest. Any purported assignment in violation of this section shall be void.

1. WAIVER

No waiver of any term or condition of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or the right to enforce it at a later time.

1. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

1. ENTIRE AGREEMENT

These Terms, together with any accepted quotation, proposal, order acknowledgment, service agreement, or invoice issued by Provider, constitute the entire agreement between the parties regarding the sale of Products and performance of Services and supersede all prior or contemporaneous agreements, negotiations, and communications, whether oral or written. No modification to these Terms shall be effective unless in writing and signed by authorized representatives of both parties.

1. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 These Terms and all disputes arising out of or related to these Terms, the sale of Products, or the performance of Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

23.2 Any dispute arising out of or related to these Terms that cannot be resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by JAMS in San Bernardino County, California, in accordance with its Streamlined Arbitration Rules and Procedures. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs of arbitration, and the parties shall share equally the fees of the arbitrator, unless the arbitrator determines otherwise.

23.3 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

1. NONPROFIT AND FAITH-BASED ORGANIZATIONS

Provider is committed to serving nonprofit organizations, churches, and faith-based institutions. Special pricing programs may be available for qualifying organizations. Any discounted pricing offered under such programs does not alter the applicability of these Terms.

1. NOTICES

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses set forth on the applicable Order or quotation, or to such other address as a party may designate in writing.

Provider’s address for notices:

WENO Office Solutions

15375 Anacapa Rd, Suite A

Victorville, CA 92392

Email: Sales@wenooffice.com

Phone: (760) 684-4139

1. SURVIVAL

The provisions of Sections 3.3 (Taxes), 4 (Payment Terms), 11 (Limited Warranty), 12 (Limitation of Liability), 13 (Data Handling and Confidentiality), 14 (Intellectual Property), 17 (Indemnification), 23 (Governing Law and Dispute Resolution), and this Section 26 shall survive the completion, expiration, cancellation, or termination of any Order or service agreement.

www.wenooffice.com

Sales@wenooffice.com

(760) 684-4139