Terms & Conditions

1. Acceptance

Access to and use of ikbsystems.com is offered on the condition that the visitor agrees to the terms in this Part One. Visitors who do not agree should not use the site.

2. Purpose of the Site

This website is informational. It serves as a point of contact for prospective and current clients and as a reference for the services IKBSystems offers. Nothing on this site constitutes a binding offer, a guarantee of specific outcomes, or professional advice for any particular project. Project examples and imagery illustrate prior work and do not guarantee identical results on future engagements.

3. Intellectual Property

Site content, including written copy, photography, video, graphics, layout, and source code, along with the IKBSystems name and marks, belongs to IKBSystems or is used with permission from the rightful owner. Manufacturer names, product names, and logos referenced on the site remain the property of their respective owners and appear for informational purposes only.

Visitors may view and print pages for personal, non-commercial reference. Copying, republishing, redistributing, selling, or creating derivative works from site content requires prior written permission from IKBSystems.

4. Permitted and Prohibited Use

Visitors agree not to:

• Scrape, crawl, or harvest content or contact information through automated means
• Probe, reverse engineer, or otherwise attempt to compromise the security of the site or its infrastructure
• Use the site to transmit unlawful, harassing, defamatory, or malicious content
• Impersonate any person or misrepresent affiliation with any organization
• Interact with the site in any manner that could disable, overburden, or impair its operation

5. Contact Form Submissions

Information submitted through the contact form, including name, email, phone, company, and message, reaches IKBSystems directly and supports timely response. Handling of submitted information appears in full in the Privacy Notice.

Confidential, proprietary, or sensitive information should not be submitted through the website contact form. Protected communication channels are available on request once an engagement begins.

6. Third-Party References and Links

The site references manufacturers, partners, certifications, and third-party resources, and may link to external websites. IKBSystems does not control third-party content and accepts no responsibility for the accuracy, availability, or practices of external sites. References to manufacturers imply no specific partnership status unless expressly stated.

7. Disclaimers

The site and its content are provided on an "as is" and "as available" basis. IKBSystems makes no warranties, express or implied, regarding the accuracy, completeness, timeliness, or fitness for a particular purpose of any information presented on the site. Use of the site remains at the visitor's own risk.

8. Limitation of Liability for Site Use

To the fullest extent permitted by law, IKBSystems, its owners, officers, employees, and contractors accept no liability for any indirect, incidental, consequential, special, or punitive damages arising from or related to use of the website, including loss of data, loss of profits, or business interruption, even where IKBSystems has been advised of the possibility of such damages. Liability for engagement services appears separately in Part Two.

9. Changes to Website Use Terms

IKBSystems may update the terms in this Part One at any time. Continued use of the site after an update constitutes acceptance of the revised terms. The effective date shown at the top of this page reflects the most recent revision.

10. Governing Law

The terms in this Part One are governed by the laws of the State of Tennessee, without regard to conflict of laws principles. Disputes arising from use of the website will be resolved exclusively in the state or federal courts located in Tennessee.

11. Contact

Questions about these terms may be directed to [email protected] or through the contact page. IKBSystems is a Tennessee limited liability company; its registered address is on file with the Tennessee Secretary of State.

1. Scope & Acceptance

Part Two governs client engagements with IKBSystems for commercial audiovisual integration, custom programming, and lifecycle services. An engagement is accepted when a client signs an IKBSystems presentation document, provides written confirmation of acceptance on a document that does not include a signature line, or otherwise agrees to proceed with the work described. These terms apply by default to all engagements. A presentation document or executed contract may modify, supplement, or replace specific provisions of Part Two for that engagement only. Where the presentation document is silent on a term, Part Two governs.

2. Engagement Tiers

Engagements fall into one of three tiers. The applicable tier is identified on the presentation document.

Standard Engagement. Supply of equipment, limited-scope installation, or single-service work that does not include full system design-build or post-completion warranty coverage.

Systems Engagement. Design-build system integration including engineering, installation, commissioning, and post-completion warranty coverage as defined on the presentation document.

Service Engagement. Ongoing service under a separately executed Service Level Agreement.

Engagements are typically presented as a quote (Standard Engagement), a proposal (Systems Engagement), or a contract or service agreement (Service Engagement). The applicable tier is stated explicitly on the presentation document, which controls where convention and declaration differ.

3. Presentation Documents & Change Orders

Each engagement is defined by a presentation document, which may be a quote, proposal, contract, service agreement, or equivalent written instrument. The presentation document identifies scope, deliverables, price, schedule, and applicable tier. Where circumstances require work to commence under a verbal or informal agreement, a written presentation document is provided as promptly as practical and serves as the definitive record of the engagement scope.

Work outside the scope identified on the presentation document is handled through a written change order identifying the added or modified work, its price, and any schedule impact. Change orders are executed before the corresponding work is performed. Field changes requested during active installation may be acknowledged verbally to avoid delay, with written confirmation provided within five business days.

4. Payment Terms

Standard Engagement. Net 30 upon project completion.

Systems Engagement. An activation payment covering equipment and materials is due at acceptance of the presentation document and initiates the engagement. Remaining invoices for labor, shipping, and other costs are issued Net 30 at project completion.

Service Engagement. Payment terms are defined in the applicable Service Level Agreement.

Alternate payment schedules may be specified on the presentation document. Where statute or governing contract terms apply, including state, federal, or public institutional purchasing terms, those terms prevail over IKBSystems standard payment terms for that engagement.

5. Late Payment & Work Stoppage

If the activation payment on a Systems Engagement is late after work has commenced, IKBSystems may suspend work until the payment clears. Final invoices carry a 30-day grace period beyond the stated Net 30 terms.

Amounts unpaid after the grace period accrue interest at 10 percent per annum from the day the grace period ends. Balances that remain unpaid for more than 90 days after the end of the grace period accrue interest at 15 percent per annum from that point forward. In no case shall the applicable interest rate exceed the maximum rate permitted under Tennessee law for commercial transactions, in which case the applicable rate is reduced to the legal maximum.

Unpaid balances may also result in suspension of post-completion warranty coverage, work stoppage on active phases, and revised payment terms on future engagements.

6. Client Responsibilities

Clients provide timely site access, adequate power, network infrastructure, and an environment that meets the conditions specified on the presentation document. Clients designate a primary point of contact authorized to approve change orders and make decisions that affect schedule or scope. Clients provide content, credentials, and IT coordination where such items are required for commissioning. Where creative content production is included as a deliverable, such as signage layouts, programming UI design, or branded elements, the presentation document defines the scope and any associated content rights. Where creative content is not identified as an IKBSystems deliverable, the client provides content.

7. Warranty & Post-Completion Coverage

Manufacturer warranties on installed equipment pass through to the client in accordance with the manufacturer published terms.

Systems Engagements include a period of post-completion warranty coverage as part of the engagement price. The term of coverage, the scope of what the coverage includes, and any conditions for renewal are identified on the presentation document. Renewal or extension of coverage beyond the initial term is available and is arranged through IKBSystems as a continuation of service under terms mutually agreed.

The covered period includes three elements: (1) coordination of manufacturer warranty and RMA processes on the client behalf, (2) workmanship coverage on installation work performed by IKBSystems, and (3) programming and configuration adjustments within the originally designed scope of the system, accommodating operational refinements that surface as the client use of the system matures. Changes that expand scope beyond the original engagement, including new integrations, new rooms, new functions, or new equipment, are handled through a change order or a subsequent engagement.

Standard Engagements do not include post-completion warranty coverage as part of the engagement price. Warranty assistance and workmanship matters on Standard Engagement work are handled as service calls at IKBSystems applicable service rates.

8. Software, Programming & Configuration Files

Where IKBSystems operates under a dealer or integrator agreement with an equipment manufacturer, that agreement may define client rights to source code, configuration files, and system materials. IKBSystems honors those manufacturer-granted rights in full, including any right the client may have to service the system using another authorized integrator.

For all other custom programming, configuration files, and authored work, IKBSystems retains ownership of its methodology, code libraries, and reusable templates. Upon full payment of the engagement, the client receives a perpetual, non-exclusive, royalty-free license to operate the delivered programming on the installed system. Source files and documentation are provided on written request, reflecting the then-current state of the delivered system. The client may not resell, redistribute, or reuse the delivered code on other systems or sites without IKBSystems written permission. IKBSystems may reuse its methodology and non-client-specific patterns on other engagements.

9. Confidentiality

Each party protects the other non-public information shared during the engagement, including operational details, network information, facility access credentials, and pricing. Confidential information is used only for purposes of the engagement and is not disclosed to third parties without written consent. Confidentiality obligations survive termination of the engagement.

10. Limitation of Liability

To the fullest extent permitted by law, IKBSystems total aggregate liability for any claim arising from or related to an engagement is limited to the lesser of (a) fees paid by the client under the contract giving rise to the claim in the 12 months preceding the claim, or (b) $25,000.

IKBSystems is not liable for consequential, indirect, incidental, special, or punitive damages, including without limitation lost profits, lost revenue, business interruption, loss of data, or loss of goodwill, regardless of the form of action and even if advised of the possibility of such damages.

This limitation does not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations.

11. Indemnification

IKBSystems defends and indemnifies the client against third-party claims that IKBSystems custom programming or authored deliverables infringe the third party intellectual property rights. This indemnity does not cover claims arising from (a) client-provided content or specifications, (b) modifications made to the deliverables after delivery by parties other than IKBSystems, (c) combination of the deliverables with products not supplied by IKBSystems, or (d) manufacturer-supplied equipment, which is covered by the manufacturer own indemnity pass-through. IKBSystems may, at its option, modify the work to be non-infringing, obtain a license for continued use, or refund fees paid for the infringing portion. Indemnity obligations are subject to the Limitation of Liability in Section 10.

The client defends and indemnifies IKBSystems against third-party claims arising from client-provided content, client modifications to the delivered system, and client-directed use of the system outside design specifications.

12. Insurance

IKBSystems maintains insurance appropriate to the services it provides, including coverage for general commercial liability, workers compensation, commercial auto, and equipment in transit or custody. Certificates of insurance identifying specific coverage categories and limits are furnished on written request during engagement negotiation or as required by a governing contract. Where a client or governing contract requires IKBSystems to name the client as additional insured, IKBSystems arranges the endorsement through its carrier.

13. Termination

By the client, for convenience. The client may terminate an engagement for convenience with written notice. The client pays for work completed through the termination date, equipment already purchased at cost, and a handling fee on unbilled remaining scope to cover administrative and opportunity costs. Returnable equipment is credited back to the client net of manufacturer restocking fees and return shipping.

By IKBSystems, for non-payment. IKBSystems may suspend or terminate an engagement for non-payment after 15 days written notice and a cure period during which the client may bring the account current.

By either party, for material breach. Either party may terminate for material breach after 30 days written notice and a cure period during which the breaching party may remedy the breach.

Provisions that by their nature survive termination remain in effect, including payment obligations for completed work, confidentiality, software and programming terms, limitation of liability, and indemnification.

14. Force Majeure

Neither party is liable for delays or failures in performance caused by events outside its reasonable control, including shipping and supply chain disruption, labor actions, natural events, pandemic, or government action. The affected party notifies the other in writing of the event and its expected duration. Performance obligations are extended for a period equal to the delay. Force majeure does not excuse payment obligations for work already completed.

15. Relationship Between the Parties

IKBSystems and the client are independent contractors. Nothing in these terms creates an employment, agency, partnership, joint venture, or fiduciary relationship between the parties. References to partnership or partnering in marketing materials or engagement communications describe working relationships and shared objectives only.

16. Service Level Agreements

Service Engagements are governed by a separately executed Service Level Agreement. SLA terms, including response times, covered systems, escalation procedures, and pricing, are defined in the applicable SLA and are specific to the scope of service purchased.

17. Governing Law & Dispute Resolution

Part Two and engagements governed by Part Two are interpreted under the laws of the State of Tennessee, without regard to conflict of laws principles. Before initiating litigation related to an engagement, the parties agree to attempt good-faith resolution through written communication and, if requested, a meeting between authorized representatives. This good-faith period lasts 30 days from the date written notice of the dispute is provided. This provision does not restrict either party from seeking injunctive relief for intellectual property or confidentiality matters requiring immediate court intervention. Disputes not resolved through good-faith discussion are resolved exclusively in the state or federal courts located in Tennessee.

18. Governing Version

The version of Part Two in effect on the date the presentation document is accepted governs that engagement. Subsequent revisions to Part Two apply only to engagements accepted after the revision effective date. Prior versions remain available on request.

19. Contact

Questions about Part Two may be directed to [email protected] or through the contact page.