STANDARD TERMS AND CONDITIONS OF SALE

Applicability and Precedence These Standard Terms and Conditions of Sale (Terms) govern all quotations, orders, invoices, deliveries, and services provided by DataLynx, Inc. (DataLynx). The client’s own terms and conditions are expressly rejected and shall have no effect, even if submitted after these Terms. Any deviation from these Terms is valid only if expressly agreed in advance in a written instrument signed by DataLynx.

Payment Unless a different payment period is stated on the order or invoice, all invoices are due and payable within twenty-one (21) business days from the invoice date. If any amount is not received by its due date, DataLynx may, without notice, suspend performance of services. Overdue amounts will incur a fixed late charge equal to ten percent (10%) of the outstanding balance.

Collections If any payment remains outstanding more than sixty (60) days after its due date, DataLynx may refer the matter to a collection agency or legal counsel. The client shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and other legal expenses.

Taxes and Withholding All amounts invoiced are exclusive of taxes, duties, and withholdings. Where any withholding at source is required by the client’s jurisdiction, the client shall pay such withholding to the applicable tax authority and shall gross up the payment so that DataLynx receives the full invoiced amount, free of any deduction or setoff. Under no circumstances shall DataLynx be liable for costs arising from the client’s local legislation.

Performance; No Guarantee of Results DataLynx will use commercially reasonable efforts to provide timely and performant services in accordance with agreed timeframes. However, no obligation of DataLynx constitutes a commitment to achieve a particular result or outcome.

Third-Party Claims The client may not require DataLynx to appear or participate as a third party in any claim, action, or proceeding brought against the client by any end customer.

Claims and Notice To be admissible, any claim relating to delivered goods or provided services must be notified to DataLynx by certified mail or other traceable delivery service, addressed to DataLynx’s registered office, within eight (8) days of delivery of the goods or provision of the services.

Governing Law All contractual relations are governed exclusively by the laws of the United States.