1. General
By placing an order or using WSPER’s products or services, the Client agrees to these Terms. Any conflicting or additional terms proposed by the Client are expressly rejected unless agreed to in writing by WSPER.
2. Orders and Acceptance
WSPER reserves the right to refuse any order that does not comply with these Terms or business requirements.
3. Pricing and Payment Terms
All prices are quoted in U.S. dollars (USD) and exclude taxes, shipping, and fees unless otherwise specified.
Invoices are due within 21 business days from the invoice date unless otherwise stated on the invoice or order form.
Late Payment
Payments not received by the due date may incur a 10% late fee on the outstanding balance.
WSPER reserves the right to suspend or terminate services for accounts with overdue payments.
Accounts more than 60 days past due may be referred to a debt recovery agency, with all collection costs payable by the Client.
4. Taxes and Withholding
The Client is responsible for all applicable taxes, duties, or government charges associated with the purchase.
If any withholding tax or deduction is required by local law, the Client must pay such amount directly to the tax authority and ensure that WSPER receives the full invoiced amount without deduction.
5. Delivery and Performance
WSPER will make commercially reasonable efforts to deliver Products and Services in accordance with agreed timelines.
Delivery dates are estimates and not guarantees. WSPER shall not be liable for delays caused by carriers, suppliers, or factors outside its control.
6. Hardware Warranty
WSPER warrants that its hardware devices will be free from material defects in workmanship and materials under normal use for one (1) year from the date of shipment.
This warranty does not cover damage caused by misuse, unauthorized modifications, accidents, or improper installation.
WSPER’s sole obligation under this warranty is, at its option, to repair or replace the defective product.
7. Subscription Services
Subscriptions automatically renew unless canceled with 30 days’ written notice prior to the renewal date.
8. Limitation of Liability
WSPER’s liability for any claim related to the sale, use, or performance of Products or Services shall not exceed the amount paid by the Client for the specific item giving rise to the claim.
Under no circumstances shall WSPER be liable for any indirect, consequential, or incidental damages, including loss of data, revenue, or business opportunities.
WSPER provides best-effort monitoring and communication services, but its obligations do not constitute a guarantee of specific response times or outcomes.
9. Claims and Returns
Any claim related to nonconforming goods or services must be made in writing within 8 days of delivery or completion.
Claims received after this period will not be accepted.
All returns require prior written authorization from WSPER and must include proof of purchase.
10. Termination
Either party may terminate the agreement upon written notice if the other party materially breaches its obligations and fails to remedy the breach within 30 days of notice.
Upon termination, the Client remains responsible for all outstanding payments and may request deletion of stored data per WSPER’s Privacy Policy.
11. Data Ownership and Privacy
All data generated by WSPER devices remains the property of the Client.
WSPER acts as a data processor and handles all information in accordance with its Privacy & Data Processing Policy.
WSPER will not sell, repurpose, or use any data for advertising or surveillance purposes.
12. Governing Law and Jurisdiction
All contractual relations between WSPER and the Client are governed exclusively by the laws of the United States and the State of Louisiana, without regard to conflict-of-law principles.
Any dispute shall be resolved in the courts of St. Tammany Parish, Louisiana.
13. Force Majeure
WSPER shall not be liable for any delay or failure in performance due to events beyond its reasonable control, including natural disasters, acts of government, network outages, or supplier delays.
14. Entire Agreement
These Terms, together with any written proposal or signed agreement, constitute the entire agreement between WSPER and the Client.
No verbal or written communication shall modify these Terms unless expressly agreed in writing by an authorized representative of WSPER.