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Terms and Conditions

Last updated 05/07/2024

Overview:

By utilizing any service of Terravolt, LLC, official or unofficial, express or implied, paid or unpaid, the user and all of their owners, officers, agents, affiliates, employees, successors and assigns agree without prejudice, reservation or amendment to abide by these Terms and Conditions.

Clause 1: Scope of Application

1.1 These Terms and Conditions apply to any and all users of www.terravolt.net, and any and all users of any and all services provided by Terravolt, LLC, (hereafter referred to as “Terravolt”), purchasers of any and all products whatsoever, and any and all goods, digital or tangible. Users of any and all services, and purchasers of any and all products whatsoever (hereafter “Client”) agree without reservation or amendment to be bound by these Terms and Conditions (hereafter “Terms”).

1.2 These Terms supplement contracts (hereafter “Contract”), the subject matter of which is consultancy and provision of information or products through Terravolt, direct or indirect via any supplier, distributor or other agent or assign, to the Client, in particular - but not exclusively - in connection with the preparation, planning and execution of residential, commercial or specialist decisions, communications, and projects. If and insofar as individual parts of these Terms contradict that which was agreed by Terravolt with the Client individually, in writing, then the individual agreements take priority over these Terms.

1.3 Whether or not Terravolt has included these Terms in a Contract with the Client, or the Client has agreed to abide by these Terms whether explicitly, or implicitly by using Terravolt services, then they also apply to all future contracts regarding consultancy services between the Client and Terravolt, and purchases by the client of products from Terravolt, even if Terravolt does not refer to these Terms again in future contracts. This only does not apply if and insofar as the parties agree in writing to the application of new General Terms and Conditions for Consultancy Services from Terravolt, in writing, in the future countersigned contract.

1.4 Terravolt’s Terms apply exclusively, explicitly, and in all cases of engagement, contracted or otherwise, with Terravolt: including but not limited to spoken, telephone/VOIP, emailed or written communications, transactions, delivery or receipt of goods. General Terms and Conditions of the Client only apply if this has been explicitly agreed in writing.

Clause 2: Subject Matter and Performance of Services

2.1 The subject matter of Terravolt’s services is the agreed consulting activity designated verbally or in writing, and explicitly not the achievement of a particular performance goal. The Client hereby acknowledges without reservation or amendment by accepting explicitly, or implicitly by using Terravolt services, that Terravolt makes no guarantees or warranties, explicit or implied, as to the performance of a system, the accuracy of specific system information, parameters, or performance indicators. Further, the Client hereby acknowledges that Terravolt makes no guarantees or warranties, explicit or implied, as to the performance of a product purchased through Terravolt, its fitness for a specific purpose, merchantability, or suitability.

2.2 Terravolt performs its services, sells, and recommends products with the diligence of an ordinary businessman and always based on the individual situation and needs of the Client. The Client is aware that any analysis, remote or present, or any assessment, specification, or installation of a system of any sort implies unpredictability and hereby holds harmless Terravolt, LLC and all of its owners, managers, agents, employees, and assigns from any and all damages resulting from the application of information, direction, advice, or consulting, and any damages resulting from the use of products obtained from Terravolt.

Clause 3: Amendments to Services

3.1 Terravolt shall meet the Client’s requests for amendment based on the contract or request insofar as this is possible for it within the scope of its operational capacities and its consulting offer and insofar as the execution of the request for amendment is appropriate and reasonable to Terravolt.

3.2 Terravolt can undertake minor amendments to the project without the client’s prior consent, provided that these comply with the Client’s presumed will, are especially urgent and the Client cannot be contacted on time. Terravolt will inform the Client immediately about such project amendments and their impacts.

3.3 Insofar as Terravolt’s expenses or time increase as a result of a request for amendment by the client or the time frame of the project is extended, the contracting parties undertake to negotiate a corresponding appropriate adjustment to the Contract, and the payment. Insofar as the contracting parties are unable to agree on a payment for the services, in case of doubt, the payment which Terravolt is entitled to will increase in accordance with the additional time and cost expenditure. Terravolt will always endeavor to treat revisions of project scope fairly, and will communicate at all times if such expansion of the scope of a project will incur additional fees before the fact.

3.4 Clause 3.3 applies mutatis mutandis in the event of a project amendment pursuant to Clause 3.2.

3.5 Terravolt will make all reasonable attempts to accommodate change-orders and/or amendments to purchase orders, but makes no guarantee or warranty, explicit or implied regarding the fulfillment of any alteration to a purchase past the point of sale.

Clause 4: Client’s Duties to Participate

4.1 The success of any project requires the parties to work together closely. The Client will continually and diligently support Terravolt in the project work. The Client will inform Terravolt comprehensively about the system, company, or object of the work which is the subject matter of the Contract or services, and about all aspects material to the project as well as continually provide significant documentation and information, or information and documentation deemed necessary by Terravolt, on time and in full.

4.2 The Client will reply to all questions raised by Terravolt, which for Terravolt are a material basis for its project work, in full, correctly and at short notice to the best of its knowledge. Terravolt will not be held liable or in violation of these Terms or any Contract with a time-dependent scope due to Client’s failure to provide information requested by Terravolt in a timely manner.

4.3 The Client will inform Terravolt without being requested to do so and in good time - and also in cases of doubt - about all circumstances which could be significant for the project, including the subsequently arranged rectification or updating of documents handed over.

4.4 During the performance of telephone/VOIP services, the Client hereby acknowledges without reservation or amendment that gathering information necessary for Terravolt to perform its services while engaged in a call takes time. Terravolt will in all cases endeavor to treat fairly the inclusion of this time to its schedule. However, the Client hereby acknowledges without reservation or amendment that Terravolt, LLC offers no refunds for prepaid time on this condition.

4.5 The Client hereby acknowledges without reservation or amendment that the accuracy and completeness of information handed over or otherwise relayed to Terravolt is commensurate to the accuracy and completeness of information shared by Terravolt.

4.6 If and insofar as the Client does not satisfy, does not fully satisfy or does not satisfy on time its agreed duties of cooperation with Terravolt in spite of a request from Terravolt to do so, the Client will reimburse, upon request from Terravolt, additional expenses (time, costs) which Terravolt incurs as a result at the general fee rates agreed between the parties. In severe cases, Terravolt hereby reserves the right to terminate the Contract or services extraordinarily after the expiration of a suitable period to fulfil the duties of cooperation. Further statutory rights and claims of Terravolt remain unaffected.

Clause 5: Refunds and Cancellations

5.1 Cancellation by the Client of any pre-paid service requires 24 hours of Confirmed Notice to either founder@terravolt.net, or by phone. In the case of email notification, "Confirmed Notice" means that the Client has received from Terravolt a reply confirming that notice was received more than 24 hours in advance of the pre-paid service appointment. In the case of notification via telephone or VOIP, "Confirmed Notice" means that the Client has received verbal confirmation from Terravolt in response to their spoken or recorded notice confirming that notice was received more than 24 hours in advance of the pre-paid service appointment. In either of these events, Terravolt will issue a refund of any paid funds, less any fees incurred by third parties to process the initial payment and/or the refund of said payment.

5.2 Cancellation by the Client of any service not pre-paid is not eligible for refund. If no formal contract was written for the service, Terravolt will make every reasonable effort to reduce the price owed by the Client and invoice according to work already performed at the agreed rate. Cancellations of Contracts are to be governed by the terms of the individual Contract in accordance with Washington State law, then by these Terms where no specific cancellation terms exist in the Contract. The Client agrees without reservation or amendment to pay in full the agreed price of any Terravolt service not governed by 5.1 within 48 hours of any invoice delivery or written request from Terravolt.

Clause 6: Nondisclosure

6.1 “Confidential Information” means (a) Terravolt’s proprietary information, software, passwords, website access, or any digital license belonging to Terravolt; (b) information marked or designated by Terravolt as confidential or internal; (c) information, whether or not in written form and whether or not designated as confidential which is known to the Client as being treated by Terravolt as confidential; (d) information not published to the public which Terravolt has disclosed to the Client, or the Client has discovered in the course of the Client’s involvement with Terravolt, and (e) information provided to Terravolt by third parties which Terravolt is obligated to or decides in its sole discretion to keep confidential, including but not limited to Client or prospective client contact information.

6.2 The Client hereby acknowledges without reservation or amendment that the Client will not reveal, communicate, or divulge at any times to any person, company, or other entity, any Confidential Information, whether written or otherwise, of whatsoever kind or nature.

6.3 The Client agrees to Terravolt’s Privacy Policy published at www.terravolt.net/privacy concerning the protections of Client information.

6.4 The Client acknowledges without reservation or amendment that, in the course of Terravolt’s performance of services, the Client may have access to and be entrusted with Confidential Information concerning the present and contemplated financial status and activities of Terravolt, personal or proprietary details of Terravolt, its owners, managers, employees, agents or assigns. The Client agrees never under any circumstance to disclose any Confidential Information entrusted to the Client or any of its owners, officers, directors, employees, agents, affiliates, successors, or assigns.

Clause 7: Impediments to Performance

7.1 In the event of force majeure and other unforeseeable and extraordinary occurrences without fault (e.g. in case of unforeseen difficulties in procuring materials, interruption of operations, strike, lockout, defect in transportation, official interventions, energy supply difficulties and the like) possible performance deadlines which Terravolt is subject to will extend to an appropriate extent. This does not apply if Terravolt is at fault in terms of acceptance, precautions or prevention. If the service becomes impossible or unreasonable for Terravolt as a result of the aforementioned circumstances, Terravolt is released from the performance obligation. In this even, Terravolt must inform the Client by whatever means, using whatever media, of the circumstances pursuant to relevant privacy and/or HIPA governing law, wihin a 48 hour period.

 

Clause 8: Use of the Results / Protection of Intellectual Property

 

8.1 The client guarantees that the reports, expert opinions, organizational plans, drafts, drawings, schedules and calculations produced by Terravolt, whether within the scope of a contract or by use of Terravolt services thereby invoking these Terms, will only be used for the contractually agreed purposes and will not be edited, translated, reprinted, passed on or disseminated without the explicit written consent of Terravolt in the individual case. The use of the consultancy services rendered for a company associated with the client requires an explicit written agreement unless otherwise agreed by Terravolt, in which case these Terms take priority.


8.2 Insofar as work results are subject to copyright, Terravolt remains the originator. In these cases, the client obtains the right of use in the work results only limited by Clause 8.1, sentence 1, but in all other respects is unlimited by time and place, irrevocable, exclusive and non-transferable.

 

Clause 9: Liability and Prescription

 

9.1 By using Terravolt services, including but not limited to Telephone/VOIP Consultation services, Design, Permitting, Special Use or Ancillary services, Materials or jurisdictional coordination, Consultation or communication in an advisory role by any media or means whatsoever, the Client, their employees, contractors, agents, affiliates, successors and assigns hereby release, discharge, and hold harmless Terravolt and all of its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, damages, liabilities, costs, and expenses arising from or related to the use of Terravolt services.

9.2 By purchasing any goods or products from Terravolt, the Client expressly understands and agrees that, to the fullest extent permitted by applicable law, all use of Terravolt services, any information, content, products, services contained at, provided through, or purchased from Terravolt, and any functionality, software, or programming contained at or provided through Terravolt, is provided on an "as is" and "as available" basis without any guarantee or warranty of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability or satisfactory quality, fitness for a particular purpose or noninfringement.

9.3 Terravolt hereby disclaims, to the full extent permissable by applicable law, all implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no event will Terravolt be liable to any party for any damages of any kind arising from the use of this site, services, or products purchased from Terravolt.

9.4 By purchasing or receiving goods from Terravolt, its owners, managers, employees, suppliers, distributors, agents or assigns, the Client, their employees, contractors, agents, affiliates, successors and assigns hereby release, discharge, and hold harmless Terravolt and all of its officers, directors, employees, agents, affiliates, successors, suppliers, distributors, agents and assigns from any and all claims, damages, liabilities, costs, and expenses arising from or related to the use of Terravolt services, including but not limited to direct, indirect, incidental, punitive, and consequential damages, lost profits or revenues, costs of replacement, costs of shipping, business interruptions, loss of data or damages resulting from the use of or reliance on any products or the shipment and receipt thereof.

 

Clause 10: Remediation

 

10.1 Governing Law. The laws of the State of Washington (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

 

10.2 Choice of Forum. The parties agree that should any court proceeding be instituted to enforce these Terms, subject to the provision in the section, infra, any provision thereof or any matter related thereto, it shall be filed and prosecuted exclusively within the Superior Court of Washington for King County, and the parties irrevocably agree to the personal jurisdiction of said Court.  Client agrees without reservation or amendment that any claim between the parties will be subject to binding arbitration in King County and the costs of the arbitration shall be split evenly amongst the parties to the arbitration.  If Terravolt and Client cannot agree on a mutually agreeable arbitrator, they will notify JAMS or AAA of their need to arbitrate, give brief statements of the case, and have either JAMS or AAA choose an arbitrator.  This arbitration shall not impact the rights or ability to obtain provisional remedies in the courts.

 

10.3 Amendments. The parties may amend these Terms only by a written agreement of the parties that identifies itself as an amendment to these Terms, executed by an officer of Terravolt and Client.

 

10.4 Waivers and Attorney’s Fees.

          (i)      No Oral Waivers. The parties are not deemed to have waived any provision in these Terms, except in writing executed by the party or parties against whom the waiver is sought to be enforced.  Email shall not constitute a contract for all intents and purposes of these Terms, but facsimile or digital copies of signatures shall constitute originals for the purpose of contracts.

          (ii)     Attorney Fees.  If any proceedings are brought to enforce any provision of these Terms, the prevailing party shall be entitled to an award of reasonable and necessary expenses of litigation, including but not limited to attorney fees.

 

10.5 Merger. These Terms constitute the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in these Terms. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in these Terms are expressly merged into and superseded by these Terms, except by provision of mutually signed contracts.

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