General Terms and Conditions
Section 1 – Scope and Provider
These General Terms and Conditions (“GTC”) of Peakboard America Inc. (“Peakboard”) govern all agreements between Peakboard and U.S. business customers (“Customer(s)”) concerning software developed by Peakboard (“Software”) and hardware (“Hardware”). They conclusively set out the mutual rights and obligations of the parties. A binding purchase agreement is formed only when Peakboard expressly accepts the Customer’s offer in writing or dispatches the ordered goods without prior written acceptance.
These GTC apply only to companies, partnerships, corporations or other business entities. Peakboard will not contract with consumers under these GTC.
All Peakboard deliveries, services and offers shall be made exclusively on the basis of these GTC. They also apply to all future business relationships, even if not expressly agreed again. Any deviations or side‐agreements require written form. The inclusion of the Customer’s conflicting terms is hereby expressly rejected.
The contractual language shall be English.
Section 2 – Conclusion of Contract
Customer orders must be in writing, either by signing a Peakboard proposal or by e-mail containing all relevant data for order processing.
An order constitutes an offer to conclude a purchase agreement. Peakboard will acknowledge receipt in writing, but such acknowledgment does not yet constitute acceptance.
The Customer must immediately check the order confirmation for accuracy and notify any discrepancies in writing; otherwise the confirmation’s content shall govern the contract.
Section 3 – Prices
All prices are quoted in U.S. dollars (USD), net, exclusive of federal, state or local taxes. Domestic (U.S.) ground shipping within the contiguous United States is included; for Alaska, Hawaii, or international shipments, Peakboard may invoice actual shipping costs.
Peakboard may amend list prices during the contract term upon at least four weeks’ prior written notice; such changes shall then apply to both parties.
Section 4 – Payment
Unless otherwise agreed, Peakboard invoices are due net 30 days from invoice date, without deduction. Payment must be made to the bank account specified on the invoice. Invoices shall be deemed received three business days after mailing or e-mail transmission.
Past-due payments shall accrue interest at 1 1/2 % per month (18 % per annum), or the maximum rate permitted by law, whichever is lower, plus any reasonable collection costs.
Section 5 – Set-off and Right of Retention
The Customer may set off only those claims that are undisputed or finally adjudicated.
The Customer may exercise a right of retention only if its counterclaim arises from the same transaction and is undisputed or finally adjudicated.
Section 6 – Delivery
Unless otherwise agreed, delivery shall be made FOB Chicago, IL (Incoterms 2020) to the address specified by the Customer.
Peakboard is not liable for non-delivery caused by events beyond its control (force majeure). Any payments received for such undeliverable goods will be refunded promptly.
Peakboard may refuse delivery if the required effort is disproportionate.
Partial deliveries and partial services with corresponding invoicing are permissible if reasonable.
The Customer bears all risk of loss or damage in transit once goods are delivered to the carrier, even if freight is prepaid.
The Customer must report shipping damage or loss to the carrier and Peakboard within five calendar days of delivery; otherwise delivery is deemed accepted.
For non-conforming or non-delivery, the Customer must provide Peakboard a written two-week cure period. Only if performance remains outstanding after that period may the Customer rescind the contract.
Installation, training, telephone support, and other services are excluded from the delivery scope and may be ordered separately under a maintenance agreement (see Section 9).
Section 7 – Retention of Title
Peakboard retains title to all delivered goods until full payment of all present and future claims arising from the business relationship.
Until then, the Customer may not pledge, assign as security, or otherwise encumber the goods.
The Customer may resell the goods in the ordinary course of business. In that event, the Customer assigns to Peakboard all receivables from the resale up to the invoiced amount. Peakboard accepts the assignment. The Customer remains authorized to collect assigned receivables unless it defaults on payment obligations.
If the reserved-title goods are processed or mixed with other items, Peakboard acquires co-ownership of the new item in proportion to the invoice value of the reserved-title goods.
Upon request, Peakboard will release security interests if their realizable value exceeds the secured claims by more than 10 %; Peakboard chooses which security to release.
Section 8 – Warranty
Ordinary Defects: Software cannot be entirely free of defects under current technology; Peakboard does not warrant against minor defects that do not materially impair usability.
Warranty Period: 12 months from delivery. Extension of use does not extend this period.
Remedy: During the warranty period, Peakboard will, at its option, either correct defects or supply a replacement. If correction or replacement is not completed within 30 days after a proper notice of defect, the Customer may (a) receive a proportionate reduction of the purchase price, (b) rescind the contract, or (c) claim damages or reimbursement of expenses, subject to the limits in Section 11.
Supporting troubleshooting efforts, including making staff available beyond normal hours if reasonably required; following Peakboard’s instructions for error diagnosis and correction; maintaining backup copies of all data to permit reconstruction of lost data.
Notice of Defect: Defects must be reported in writing with sufficient detail—steps to reproduce, manifestation, and impact—to allow Peakboard to identify and remedy the defect.
Exclusions: No warranty if the Customer makes unauthorized modifications or incorrect installations, unless the Customer proves the defect was not caused or exacerbated thereby.
Costs: Warranty repairs are free of charge; if no warranty applies, the Customer will be billed at Peakboard’s then-current rates.
Section 9 – Maintenance Services
Maintenance terms and pricing are governed by Peakboard’s current Software Maintenance Agreement, available upon request.
Section 10 – Customer Cooperation
The Customer shall assist Peakboard by:
1. Designating two qualified, authorized contacts for contract performance;
2. Providing remote access and system information as requested;
3. Reporting errors promptly with all pertinent details.
Section 11 – Liability
General Limitation: Peakboard’s liability for breach of contract or tort is limited as follows.
Intent and Statutory Liability: Peakboard is fully liable for intentional misconduct, for personal injury, and for any liability under the U.S. Product Liability laws.
Gross Negligence: Liability is limited to foreseeable, typical damages, except for gross negligence by executive officers.
Ordinary Negligence: Peakboard is liable only for breach of essential contractual obligations (“cardinal obligations”) or in cases of delay/impossibility, and then only for foreseeable, typical damages.
Data Loss: Peakboard’s liability for data loss is limited to the cost of restoration from backup, provided the Customer maintained proper machine-readable backups.
Agents and Employees: Any limitation or exclusion of liability also applies to Peakboard’s employees, agents and subcontractors.
Section 12 – Confidentiality
Trade Secrets: Software architecture, source code, interfaces and related know-how are Peakboard’s trade secrets.
Non-Disclosure: The Customer shall keep all confidential information strictly confidential and not disclose or use it for other purposes. Peakboard likewise will treat the Customer’s confidential information as confidential.
Employee Obligations: The Customer shall impose written confidentiality obligations on all employees with access to the Software and provide proof upon request.
Duration: Confidentiality obligations survive for five years after contract termination.
Section 13 – Miscellaneous
Amendments: Changes or supplements to the contract or these GTC must be in writing.
Severability: If any provision is held invalid, the remainder shall remain in full force. The parties shall negotiate a valid substitute that reflects their original intent as closely as possible.
Governing Law: These GTC and all disputes arising out of or relating to them shall be governed by the laws of the State of Illinois, excluding conflict-of-law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Jurisdiction: Exclusive venue for disputes is the state or federal courts located in Cook County, Illinois.
Reference Customers: The Customer agrees that Peakboard may identify it as a reference customer in marketing materials.
Last updated: 5/19/2025
