Welcome to XCEL CORP's Service Provider Terms and Conditions!
We encourage you to take a moment to review our Terms of Use.
Definitions
In addition to any definitions provided within the main text of these Terms, the following definitions shall apply:
- “Contract” refers to an agreement, Order Confirmation, statement of work, or similar document outlining the supply of licenses or the provision of Services between XCEL Corp and the Company.
- “Services” encompasses any delivery, installation, configuration, consultation, or other professional services as specified by the parties in a Contract.
- “XCEL Corp” denotes the XCEL Corp entity referenced in an Order Confirmation or Contract.
- “Affiliates” includes any individual, corporation, or entity that currently, or in the future, directly or indirectly controls, is controlled by, or is under common control with the Company. For the purposes of this definition, “control” is defined as follows: (a) regarding a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect its directors; and (b) regarding any other entity, the authority to direct the management of that entity.
General
These Terms of Use apply to all contracts for the provision of services by XCEL Corp to the Customer.
Prior to the commencement of services, XCEL Corp will provide the Customer with a Development Proposal and Cost Specification Document detailing the services to be performed and the applicable fees. Should the Customer disagree with any part of these documents, they must notify XCEL Corp immediately. All Development Proposals and Cost Specification Documents are governed by these Terms and Conditions. XCEL Corp will make reasonable efforts to complete services within the estimated time frames; however, time shall not be considered essential in the performance of any services.
The Project
XCEL Corp will deliver software development services, IT consulting, cloud computing, and related services to the Customer to create the Software and other deliverables specified in the project requirements, as outlined in this Agreement.
XCEL Corp will provide the requested solutions to the Customer upon full payment for the complete solution or the portion of the solution delivered.
For clarity, XCEL Corp is not responsible, under any circumstances, for the backup or archiving of the Software or any data used by the Software on the Customer's equipment or that of the Customer’s designated hosting provider.
XCEL Corp Services
XCEL Corp will perform all Services with diligence and in full compliance with the terms outlined in the Contract.
XCEL Corp is not obligated to follow any requests or instructions (“Change Request”) that alter or expand the substance or scope of the Services specified in the Contract. Should XCEL Corp choose to undertake Services outlined in a Change Request, the Company will be required to pay for these additional Services in accordance with these Terms and the applicable Contract.
Unless an invoicing schedule is specifically agreed upon, the Company will remit payment for all Services provided by XCEL Corp at the end of each calendar month in arrears.
Service Warranties
This website may be periodically updated and revised. By continuing to use the website after any such updates or revisions, you acknowledge and accept these changes.
Force Majeure
XCEL Corp shall not be held liable for any loss or damages incurred by the Company as a direct or indirect result of delays, hindrances, or interruptions in the supply of licenses and Services due to circumstances beyond XCEL Corp’s reasonable control. Such circumstances may include, but are not limited to, acts of God, war, riots, strikes, lockouts, fires, floods, or storms.
Your Obligations and Conduct
By using this Website, you agree to:
(a) provide accurate, current, and complete information as prompted by the registration form on the Website (“Registration Data”);
(b) maintain the security of your password and identification;
(c) promptly update your Registration Data and any other information provided to XCEL Corp to ensure it remains accurate, current, and complete; and
(d) accept all risks associated with unauthorized access to your information and Registration Data. You are solely responsible for ensuring adequate protection and backup of any data and/or equipment used in connection with the Website.
You agree not to use the Website to:
(a) transmit spam, bulk messages, or unsolicited communications;
(b) impersonate XCEL Corp or any other individual, or misrepresent any identity;
(c) forge headers or manipulate identifiers (including URLs) to disguise the origin of any content transmitted through the Website;
(d) misrepresent your affiliation with any person or entity;
(e) disrupt the normal flow of dialogue or otherwise act in a manner that adversely affects other users’ Website experience;
(f) engage in activities that violate any legal or fiduciary obligation, or any applicable local, state, national, or international law—including, but not limited to, attempting to compromise the security of any networked account, operating illegal lotteries, gambling operations, stalking, or issuing threats; or
(g) collect or store personal data about other users unless expressly authorized by those users.
You are fully responsible for any content you upload, post, or transmit via the Website. You agree not to upload, post, or transmit any content that:
(a) is inaccurate, harmful, obscene, defamatory, offensive, harassing, or objectionable to XCEL Corp or other users;
(b) discloses personal information without authorization;
(c) infringes on intellectual property rights; or
(d) contains viruses, malware, or any code intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment. XCEL Corp reserves the right to edit or remove content that violates these Terms or contains unauthorized commercial advertisements.
Confidentiality
Through the Website, you may gain access to certain confidential information of XCEL Corp and its suppliers, including but not limited to technical, contractual, product, program, pricing, and marketing information that is reasonably understood to be confidential (“Confidential Information”). You are required to keep all Confidential Information in strict confidence. Ownership of Confidential Information remains with XCEL Corp and its partners.
Your obligation to maintain confidentiality for Confidential Information extends for five (5) years from the date of disclosure. Upon termination of these Terms, or upon XCEL Corp’s written request, you must cease using any Confidential Information and return or securely destroy it.
These Terms do not impose an obligation on you to maintain confidentiality for information that you can demonstrate through legally sufficient evidence:
(a) was in your possession before receiving it from XCEL Corp, without an obligation of confidentiality;
(b) becomes publicly known through no act or omission by you or otherwise without violating these Terms;
(c) was lawfully obtained from a third party with the right to disclose it, without an obligation to maintain confidentiality;
(d) was independently developed by you without using or relying on Confidential Information and without involving individuals who had access to it; or
(e) is disclosed in response to a valid court order or governmental request, as required by law, or as necessary to establish the rights of either party under these Terms, with prior notice provided to XCEL Corp to allow for an opportunity to object to the disclosure.
Jurisdiction and Governing Law
In the event of a dispute or controversy, XCEL Corp, the Company, and/or Affiliates agree to engage in discussions to diligently seek an amicable resolution. If an amicable solution cannot be reached, any disputes arising from or in connection with these Terms, including their validity, shall be resolved exclusively by the courts of the state or country where the XCEL Corp Affiliate entering into the Contract is located. The UN Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any Contract.
Right to Change Content
This website may be periodically updated and revised. By continuing to use the website after any such updates or revisions, you acknowledge and accept these changes.
Limitation of Liability
Your use of this website, the information it contains, and any actions you take based on this information are strictly at your own risk. XCEL Corp is not liable for any losses or damages in connection with your use of the website. Under no circumstances shall XCEL Corp be responsible for any direct, indirect, incidental, special, or consequential damages, including but not limited to damages for loss of use or profits, arising from or related to the use or inability to use this website or any information obtained through it, even if XCEL Corp has been advised of the possibility of such damages. Note that certain jurisdictions may not permit limitations on liability, so some of these limitations may not apply to you.
If you are dissatisfied with any part of this website, your sole and exclusive remedy is to discontinue its use.
For more information, please contact us via the website contact form, by email at contact@xcelcorp.com