Managed IT Services



In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by D-Best Technologies the following words have the following meanings:

“After Hours” means from 5:00PM - 8:00AM Monday to Friday and all day Saturday and Sunday, including Public Holidays;

“Business Hours” means 8:00AM – 5:00PM Monday to Friday excluding Public Holidays;

"Client”, “You" or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in any case each of their heirs, successors and assigns;

"Conditions" means these terms and conditions;

"Goods" means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;

“Order” means any order requested by You to Us for Goods or Services in any form;

“Quote” means a quote provided to You by Us;

“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;

“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;

“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;

“Public Holidays” refer to the six public holidays: New Years Day, Memorial Day, Labor Day, Independence Day, Thanksgiving Day, and Christmas Day.

“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;

“Reasonable Assistance Limits” has the meaning set out in clause 17.2;

“Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by Us from time to time;

“Service request” means a request for service such as adds, moves, changes and technical assistance;

"Services" means the provision of any services by Us including Work, advice and recommendations;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;

" Us”, “Our” or “We” means GP Technology Solutions LLC and its heirs, successors and assigns; and

“Work” means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

Words denoting the singular number only shall include the plural number and vice versa;

Reference to any gender shall include every other gender;

Reference to any Law, Statute or Regulation shall include any amendment currently in force at the relevant time and any Law, Statute or Regulation enacted or passed in substitution therefore;

Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;

All references to dollars ($) are to USD;

A reference to time is to CST (Central Time UTC -6:00)

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;

A recital, schedule, annexure or description of the parties forms part of these Conditions;

A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;

Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

A reference to “includes” means includes without limitation;

A reference to “will” imports a condition not a warranty; and

A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.


Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.


3.1 The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.

3.2 After the expiry of the Committed Term, an extension of the Term will automatically renew for the same period as the original Term and will continue indefinitely, unless earlier terminated by you as specified in Clause 4.


4.1 This Agreement may be terminated by You upon ninety (90) days written notice if We:

4.1.1 Fail to materially fulfil our obligations under this Agreement and do not remedy such failure within 30 days of written notice.

4.1.2 Breach any material term and fail to remedy such breach within 30 days of written notice.

4.1.3 Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.

4.2 This Agreement may be terminated by Us upon ninety (90) days written notice to you.

4.3 If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.

4.4 Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term in addition to any outstanding payments for Orders already placed or In Progress.

4.5 Upon termination by either party, You agree to grant Our technicians access to remove any equipment provided as part of this Agreement but not purchased by You. You acknowledge that removal of these devices, such as firewalls and access points, may affect your operations.


5.1 You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.


6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.


7.1 The Conditions shall be governed by and construed in accordance with the laws of the United States of America and the parties submit to the non-exclusive jurisdiction of the Courts of the State of Arkansas.


8.1 You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.


9.1 We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.



10.1 Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.

10.2 Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

10.3 Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as 'final' as soon as both parties agree with the final price after any last changes requested by You.

10.4 The price in the final quote may vary from the original request if there are any product changes. We reserve the right to alter products in the quote, as long as the modification is subject to Your final approval.

10.5 Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.

10.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

10.7 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.

10.8 When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.

10.9 In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.

10.10 Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.

10.11 Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.

10.12 ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.

10.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

10.14 We do not keep inventory on every item and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.

10.15 Prices are based upon total Quote Purchase.

10.16 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return to depot basis.

10.17 Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.


11.1 Order forms: You may place an Order for Goods and/or Services with Us via email or by approving a Quote. Normally, We will require that You provide either a signed Quote or You approve the quote electronically via an email with the date, Quote number and Your details, including Your full legal name (and the full name or description of any person on whose behalf the order is placed).

11.2 Approval of Orders: You will need to sign the Quote or have it duly executed on Your behalf, unless the Order is approved by email, in which case the Quote will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email.

11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of Us to be:

11.3.1 signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and

11.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.

11.4 Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, if you are not approved for credit terms, until We have received from You payment in clear funds for the Order.

11.5 No obligation to deliver: We are not obligated to deliver any Order until we have received payment in clear funds from You for the Order or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.

11.6 Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.

11.7 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.

11.8 Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.


12.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).

12.2 Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

12.3 Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.

12.4 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

12.5 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.

12.6 Expenses: You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.

12.7 Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.

12.8 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

12.9 Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.

12.10 Annual CPI Adjustment: Starting one (1) year after the Effective Date of this Agreement, and at each subsequent anniversary, pricing of this Agreement will automatically adjust according to the most recent publicly available Consumer Price Index (CPI) figures provided by the Bureau of Labor Statistics (BLS).

For example, if your Monthly Agreement rate is $1,000 and the latest CPI figure is 2%, your new monthly rate will adjust to $1,020. Conversely, if the CPI figure is -2%, the monthly rate will adjust to $980.


13.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.

13.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.


14.1 We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.


15.1 Delivery liability: We will use all reasonable endeavours to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.

15.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.

15.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.

15.5 Retention of Title: Until We receive full payment in cleared funds for any money due to Us by You on any account or for any reason:

15.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;

15.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;

15.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;

15.5.4 Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);

15.5.5 We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorize and direct Us (and Our employees and agents) to enter into such premises as its duly authorized agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.

15.5.6 You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.


16.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

16.2 Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

16.3 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.

16.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

16.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

16.6 Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customised or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).


17.1 Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

17.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

17.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:

17.3.1 We may recommend that You purchase Goods provided by third parties from time to time;

17.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;

17.3.3 You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or the behaviour of third-party supplier, e.g. in relation to support;

17.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;

17.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;

17.3.6 Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of: decisions as to whether or not to follow recommendations by Us; decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;

17.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes.

17.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.


18.1 Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

18.2 We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.


19.1 Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

19.2 Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered. If a reasonable substitute cannot be sourced, We may, at our discretion, cancel the Order (even if the Order has already been accepted).


20.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.

20.2 No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.


21.1 Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

21.2 No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.

21.3 Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.

21.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.

21.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:

21.5.1 Goods or Services provided to You or any Work;

21.5.2 these Terms and Conditions;

21.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;

21.5.4 the non-availability of Goods or Our Services for any reason;

21.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or

21.5.6 for any other reason whatsoever.

21.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):

21.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;

21.6.2 repairing the Goods or the Work;

21.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or

21.6.4 paying the cost of having the Goods or the Work repaired.

21.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

21.8 Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.


22.1 We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.



23.1 We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorized Purposes”).

23.2 You are required to provide your personal information to Us for Authorized Purposes.

23.3 We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.

23.4 Otherwise We will not disclose Your personal information without Your consent unless authorized by law.

23.5 Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.

23.6 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.


24.1 We make no representations or warranties in relation to information available on Our website, including without limitation:

24.1.1 that the information on Our website is complete or correct;

24.1.2 that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.


25.1 We will maintain, at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $1,000,000. At Your request We will provide You with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal and at other times as may be reasonably requested by You.



26.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for creating Ticket Requests as outlined in Appendix A.


27.1 In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.

27.2 You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.


28.1 At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.


29.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, cheque, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

29.2 7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.

29.3 Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

29.4 Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.

29.5 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

29.5.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;

29.5.2 secondly, in or towards payment of any interest due or payable hereunder, and

29.5.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.

29.6 Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.

29.7 Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.

29.8 Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.

29.9 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.


30.1 You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).

30.2 You agree that Our damages resulting from breach of this clause 30.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.


31.1 All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.

31.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

31.2.1 any unauthorized Software use by You;

31.2.2 any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;

31.2.3 otherwise as a result of Us installing Software at Your where You are not authorized to use the Software; and

31.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

31.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.


32.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.

32.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.

32.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.

32.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.



When you contact us to lodge a service request only the methods below must be used:

D-Best Support App (Green IT Button)

Phone: 479-739-6666

Email: [email protected]

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.

If the issue is being lodged by either phone or external email you must include your name, company and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.


Service Requests that are made outside of our standard business hours may be addressed on a "best effort" basis, without any guaranteed response times or commitments. While you are welcome to lodge requests at any time, please note that we make no guarantee that these requests will be addressed immediately or outside of the next regular business day.

Voice Services



1.1. Service Term: The duration of the service you're subscribing to is detailed in our Quote, starting the month following the Quote's signing or approval.

1.2. Renewal: Post the initial Term, the service automatically renews for equivalent periods unless you terminate earlier as outlined in Section 8.

1.3. Your Right to Terminate: You can terminate this Agreement with 90 days' written notice if we:

  • Fail to meet our key obligations and don't fix this within 30 days of your written notice.
  • Breach a crucial term and don't rectify this within 30 days of your written notice.
  • Cease our business operations unless a successor under this Agreement takes over.

1.4. Our Right to Terminate: We may end this Agreement with 90 days' written notice to you.

1.5. Assistance upon Termination: If either party terminates, we'll support you in smoothly transitioning services, including transferring them to a new provider. You'll cover the costs for this help, based on our current rates.

1.6. Early Termination by You: If you terminate before the term ends, you'll need to pay all remaining charges plus any outstanding fees for orders in progress or already placed.

1.7. Equipment Removal: On termination by either party, you must let our technicians access and remove any equipment provided under this Agreement that you haven't bought. You understand that this may affect your operations.


2.1. Representations Limitation: Only officially stated representations, warranties, or promises are binding, not those made by our employees or agents.

2.2. Notices: All notices must be in writing and sent to the last e-mail address you provided.

2.3. Governing Law: This Agreement is governed by Arkansas law, and both parties submit to the jurisdiction of Arkansas courts.

2.4. Assignment: You can't transfer your rights or duties under this Agreement without our written consent.

2.5. Variation of Terms: We may change these Terms and Conditions by updating them on our website, which counts as adequate notice to you. We have no other obligation to inform you of these changes.


3.1. Maintenance Services: We will maintain our facilities and equipment necessary for providing Services at no additional cost, except in cases where maintenance is necessitated by issues originating from your facilities or equipment. In such cases, you will be billed for maintenance at our standard rates (refer to General Terms & Conditions for rates).

3.2. Scheduled Service Interruptions: We may need to suspend Services for scheduled maintenance or upgrades outside of regular business hours (Monday-Friday, 8:00 AM to 5:00 PM, excluding major holidays). We will provide at least 48 hours' notice and require your approval before proceeding.

3.3. Access for Maintenance and Equipment: On receiving 48 hours' notice, you agree to grant or assist us in obtaining access to your premises for installation, repair, or maintenance of facilities and equipment as detailed in your Service Order.

3.4. Ownership and Removal of Equipment: Equipment and facilities installed by us on your premises remain our property and may be used for other customers. No rent or charge will be imposed by you for hosting our equipment. Upon service termination, we retain the right to remove our equipment and facilities. If access for removal is denied, we may charge a fee equal to 125% of the equipment's retail cost.


4.1. Service Quality:

We strive to maintain our Services 24/7. However, we do not guarantee uninterrupted service. For outages over 12 hours attributable to us, we'll credit the affected services' monthly recurring charge for the outage period. No credit will be provided for interruptions caused by you or third-party activities.

4.2. Equipment Compatibility and Internet Dependence:

Our Voice Service is dependent on a functioning Internet connection and compatible customer equipment. You are responsible for any necessary upgrades to maintain compatibility. Power or ISP outages may disrupt our Service, and you may need to reset or reconfigure equipment after such disruptions.

4.3. Emergency Services Limitation:

Power disruptions or ISP failures will prevent dialing to emergency numbers, including 911.

4.4. Service Suspension or Termination:

If we suspend or terminate your Service, it will not function until restored by us (subject to payment of all dues and reconnection fees).

4.5. Limited Warranty:

Our warranty covers 12 months for supplied phones and the duration of the lease for leased equipment. This does not extend to damages from misuse, natural causes, or unauthorized modifications. We may use refurbished parts for repairs.

4.6. Warranty Limitations:

This warranty is exclusive and in lieu of all other warranties. We shall not be liable for any direct, indirect, incidental, or consequential damages arising from your use or inability to use the product. Our obligation is limited to repair or replacement as detailed in this section.


5.1. Liability Limitation:

Our liability for damages related to the provision, maintenance, or restoration of Services is limited to the amount of your actual damages, not to exceed the service charges for the affected period. We are not liable for loss of use, income, profits, or any special, incidental, or consequential losses.

5.2. Exclusion of Liability:

We shall not be liable for fraudulent activities resulting in charges, nor for delays or service failures due to third-party actions, power outages, internet service provider issues, or circumstances beyond our control. This includes the inability to connect emergency calls during power or ISP outages.

5.3. Content and Transaction Liability:

We are not liable for the content of data transmissions or losses resulting from transactions entered into through the Service.

5.4. Survival of Terms:

These liability limitations will survive the termination of this Agreement.


6.1. Each party will indemnify and hold the other harmless against liabilities arising from its own breaches or acts/omissions in performance, including personal injury, death, or property damage.

6.2. Survival of Indemnification: These indemnification obligations will survive the termination of Services.


7.1. Protection of Confidential Information:

Each party will safeguard the other's confidential information against disclosure, using the highest degree of care, and will not use such information except as necessary for fulfilling this Agreement.

7.2. Survival of Confidentiality:

These confidentiality obligations will survive the termination of this Agreement.


8.1. Termination for Cause: Either party may terminate for material breach, given written notice and a grace period for correction (10 days for non-payment, 30 days for other breaches).

8.2. Suspension vs. Termination: We may suspend services for non-payment as an alternative to termination.

8.3. Billing Disputes and Credits: Billing/service disputes do not preclude service disconnection. Any credits due will be processed per section 4.

8.4. Reactivation: Reactivation post-disconnection requires payment of dues and a reactivation fee.

8.5. Notice of Termination: We accept written notice of termination by email, subject to our acknowledgment of receipt.

8.6. Early Termination Liability: Early termination by you (except for our material breach) or termination by us for cause will result in immediate payment of all fees, including the full term of the Agreement.

8.7. Survival of Termination Terms: These termination provisions will survive the termination of this Agreement.


9.1. Non-Liability for Uncontrollable Events: Neither party will be held responsible for delay or failure in performance resulting from acts beyond their reasonable control, including natural disasters, civil unrest, governmental actions, or technological barriers.

9.2. No Default for Force Majeure: Such events will not be grounds for declaring default under this Agreement.


10.1. Assignment: The Customer cannot assign obligations under this Agreement without our prior written consent.

10.2. Amendments: Amendments to Service Orders must be in writing and mutually agreed upon.

10.3. Non-Waiver: Failure to enforce any provision is not a waiver of that provision.

10.4. Severability: If any provision is invalid or unenforceable, the remainder of the Agreement remains effective.

10.5. Cumulative Rights: The rights and remedies in this Agreement are cumulative.

10.6. Governing Law: This Agreement is governed by the laws of the state where Services are provided.


The prevailing party in any legal proceeding related to this Agreement is entitled to recover costs and reasonable attorney fees.


The Customer authorizes us to obtain credit history information from third parties.


13.1. We comply with relevant regulations for emergency call services. Customers must provide accurate service locations for emergency purposes.

13.2. Limitations and Fees: We will inform Customers of any limitations of emergency services and any related fees.

13.3. Customer Responsibilities: Customers are responsible for updating location information and adhering to our emergency services policies.


14.1. We adhere to FCC local number portability rules, facilitating number retention under specified conditions.

14.2. Porting Process: Simple ports take one business day; complex requests take four business days.

14.3. Fees and Termination: Porting out incurs fees and terminates the associated service. Remaining services require standard notice for termination.

14.4. Financial Obligations: Customers must fulfill all financial obligations, including early termination fees, upon service termination.


15.1. Usage Monitoring and Acceptable Use:

15.1.1. We reserve the right to monitor usage of our services, including package and per-minute usage, to ensure compliance with acceptable use standards.

15.1.2. We may discontinue or block services without notice if usage exceeds acceptable limits.

15.2. Indicators of Abnormal Usage:

15.2.1. Excessive and consistent usage, unusual call patterns, and lack of continuous dialog activity may indicate use inconsistent with normal business operations.

15.2.2. Indicators include, but are not limited to, significantly higher aggregate usage than typical business usage, high frequency of short-duration calls, and other abnormal calling patterns.

15.3. Right to Action: We may review accounts for abnormal usage and take necessary actions, including immediate suspension of the Subscriber's Voice Service account if usage violates this policy or adversely affects our operations.

15.4. Response to Abnormal Usage:

15.4.1. If abnormal or impermissible usage is detected, we will attempt to inform the Subscriber and may provide an opportunity to correct the usage.

15.4.2. Persistent abnormal usage may result in termination of service or removal from the Unlimited Calling Plan, with or without notice.

15.5. Policy Amendments:

15.5.1. This policy is subject to revision at any time. Revisions will be communicated via our website under "Terms of Service/Policies" or through direct notification to Subscribers.

15.5.2. It's the responsibility of the Subscriber to stay informed about any changes to this policy.


16.1. 911 Dialing is different than traditional 911 service and we would like to make sure that you have a clear understanding about our 911 Dialing. Also, due to a recent FCC ruling, you must acknowledge that you understand how our 911 Dialing works. Setting up your 911 Dialing is still the same, simply fill out a short form in the Features section of your web account with your street address, and well get you up and running. You can easily update your address at any time through your web account.

16.2. Most of our customers (other than WiFi and Softphone customers) have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. As additional local emergency centers become capable of receiving our customers’ information, we will automatically upgrade customers with basic 911 to E911 service. We will not give you notice of the upgrade.

16.3. Certain customers do not have access to either basic 911 or E911. If you don’t have access to basic 911 or E911 your 911 call will be sent to our national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number and location of the customer calling 911, and then contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to our national emergency call center include when there is a problem validating a customers address, the customer is identified with an international location, or the customer is located in an area that is not covered by the landline 911 network. In addition, if you use a WiFi or SoftPhone, due to the portable nature of these Devices, your 911 calls will be routed to our national emergency call center. Emergency personnel do not receive your phone number or physical location when your 911 call is routed to our national emergency call center.

16.4. You must register with Us the physical location where you will utilize our phone service (Service) for each phone line. Also note that if you move your device to another location, you must register your new location. If you do not register your new location, any 911 call you make may be sent to an emergency center near your old location. You will register your initial location of use when you subscribe to the Service. This process can take several hours, and you will receive a confirmation email once 911 Dialing has been activated for your initial location or for a newly registered location. Regardless of what address you register for a WiFi or SoftPhone, emergency calls you make from these devices will be routed to our national emergency response center. Remember that our 911 Dialing service will not function in the event of a broadband or power outage or if your broadband, ISP or our phone service is terminated.

Date Modified: 2024-02-27

D-Best Technologies

3200 Old Greenwood Rd, Suite C
Fort Smith, AR 72903

(479) 226-3090

Store Hours

Mon - Fri: 8am - 5pm
Sat - Sun: Closed