1) Definitions
"Products" means physical goods (including lighting products, power supplies, controllers, accessories, and related items) sold by Metrolux.
"Services" means any digital or physical service provided by Metrolux, including (without limitation) IT services, consulting, configuration, managed services, installation assistance, troubleshooting, maintenance, training, and project-based work.
"Deliverables" means work product we specifically agree in writing to provide (e.g., configurations, documentation, software/scripts, designs, reports).
"Order" means any quote, proposal, statement of work ("SOW"), purchase order, online checkout, invoice, or other order confirmation for Products or Services.
2) Acceptance; Order of Precedence
These Terms apply to all Orders unless Metrolux signs a separate written agreement expressly superseding these Terms (e.g., a Master Services Agreement).
In a conflict, the following order controls (highest to lowest): (i) a signed written agreement, (ii) an SOW/quote/invoice that references these Terms, (iii) these Terms.
Customer-provided terms (including in a purchase order) are rejected and will not apply unless Metrolux expressly agrees to them in a signed writing.
3) Changes to These Terms
We may update these Terms from time to time by posting a new versión at a new URL/versión. The versión referenced on your invoice, quote, or checkout at the time of purchase governs that transaction. For ongoing subscriptions or recurring Services, the most recent versión posted will apply after notice and continued use.
4) Quotes; Availability; Substitutions
Quotes are valid only for the time stated on the quote (or, if not stated, 7 days) and are subject to stock availability, supplier lead times, and errors. We may correct typographical or pricing errors and cancel or refuse Orders in our discretion.
If a Product is unavailable, we may offer a substitute of comparable function; you may accept or decline the substitute.
5) Pricing; Taxes; Fees
Prices exclude shipping and handling, expedited processing, insurance, duties, and applicable taxes unless expressly stated. You are responsible for all sales, use, VAT, import, and similar taxes (excluding Metrolux’s income taxes). Metrolux does not collect or remit VAT/GST unless expressly stated in the Order or invoice (or where required by law).
Payment processing fees, rush fees, restocking fees, and third-party pass-through charges may apply if disclosed in the Order.
6) Payment Terms; Late Fees; Collections
Unless stated otherwise on the invoice or in writing, all amounts are due in advance of shipment or commencement of Services.
Past-due balances may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs (including attorneys’ fees and court costs where permitted).
Chargebacks and payment disputes must be raised in writing within 7 days of the invoice date; unauthorized chargebacks are a material breach.
7) Credit Terms; Security Interest (B2B)
If Metrolux extends credit, it may be conditioned on credit approval and may be modified or revoked at any time. For business customers, Metrolux may retain and/or obtain a purchase-money security interest in Products sold on credit until paid in full and may file a UCC financing statement to protect that interest, to the extent permitted by law.
8) Shipping; Delivery; Risk of Loss; Title
Delivery dates are estimates and not guaranteed. Delays caused by carriers, suppliers, customs, weather, or events outside our control do not constitute breach.
Unless otherwise agreed in writing, risk of loss and title pass to you upon tender to the carrier (FOB shipping point). You are responsible for inspecting shipments upon receipt and filing carrier claims where applicable.
9) Inspection; Shortages; Damage in Transit
You must inspect Products within 48 hours of delivery and notify Metrolux in writing of any shortage, incorrect shipment, or visible damage. Failure to timely notify may waive the claim to the extent permitted by law.
10) Returns; Refunds; Cancellations
All sales are final unless Metrolux authorizes a return in writing. If authorized, returns generally require an RMA and must be received in original condition/packaging within the return window specified by Metrolux.
- Non-returnable items typically include custom/special-order items, cut-to-length materials, opened consumables, and any items marked final sale.
- Authorized non-defective returns may be subject to a restocking fee and shipping is non-refundable.
- For Services, cancellation terms are governed by the applicable SOW/invoice; deposits and completed work are non-refundable.
- For digital products/licenses/downloads, no refunds once access is delivered, except where required by law.
11) Product Warranty; Manufacturer Warranty
Unless Metrolux provides a written warranty for a specific Product, Products are sold with any manufacturer warranties that may apply (if any), which may be pass-through and subject to the manufacturer’s terms. Metrolux may assist with warranty claims but does not guarantee manufacturer approval.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN A WRITTEN WARRANTY PROVIDED BY METROLUX, PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND METROLUX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12) Services; Standard of Care; No Results Guarantee
We will perform Services in a commercially reasonable and workmanlike manner. Due to variables outside our control (third-party systems, networks, user behavior, upstream providers, site conditions, and vendor equipment), we do not guarantee outcomes, performance metrics, uptime, savings, security, or business results unless expressly stated in a signed SOW.
13) Customer Responsibilities
You are responsible for: (i) providing accurate information and timely approvals; (ii) maintaining appropriate backups (unless we expressly provide backup services); (iii) maintaining safe site conditions and access for on-site work; (iv) obtaining permits, inspections, and approvals required for your project; and (v) complying with all laws, codes, and policies applicable to your use of Products and Services.
You represent that you have all rights and permissions needed for any materials, data, accounts, or credentials you provide to Metrolux.
14) On-Site Work; Safety; Additional Charges
For on-site Services, you must provide safe access to the premises and cooperate with scheduling. If we encounter unsafe conditions, hidden defects, or scope changes, we may pause work and issue a change order or additional invoice.
Unless expressly stated, Metrolux does not represent it is licensed for regulated trades (e.g., electrical contracting) and will not perform work requiring a license unless separately agreed in writing and performed by appropriately licensed parties.
15) Digital Services; Accounts; Acceptable Use
If we provide software, scripts, portals, managed services, or other digital Services, you must protect credentials, restrict access to authorized users, and promptly notify us of suspected compromise. You are responsible for all activity under your accounts.
You may not use our Services to: violate laws; infringe IP rights; transmit malware; conduct unauthorized network scanning; or engage in abusive, deceptive, or harmful activity. We may suspend Services immediately to protect systems, comply with legal requests, or stop suspected misuse.
16) Third-Party Products and Services
Products and Services may rely on third-party platforms, APIs, hosting, carriers, marketplaces, or vendors. Third-party terms and outages may affect performance. Metrolux is not responsible for third-party acts or omissions, and third-party fees are your responsibility unless expressly included.
17) Intellectual Property; License to Deliverables
Metrolux retains all rights in its pre-existing materials, tools, templates, methods, and know-how. If Deliverables are created for you, you receive a non-exclusive, non-transferable license to use the Deliverables for your internal business purposes upon full payment, unless an SOW provides otherwise.
Unless prohibited by your written instructions, Metrolux may reference you as a customer and display non-confidential, non-personal excerpts of work in its portfolio.
18) Confidentiality
Each party may receive confidential information. The receiving party will use confidential information only to perform under the Order and will protect it using reasonable care. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party.
19) Privacy; Data Handling
We may collect and use contact and transaction information needed to fulfill Orders, provide support, prevent fraud, and comply with law. The budget tool on our IT site calculates entirely in your browser. Nothing you enter or select in it reaches us unless you send us the result yourself, by email or message. What you do send us is treated as correspondence: kept while it is useful to the enquiry, never sold, and never shared for marketing. Our Privacy Policy describes what we collect through our websites, who receives it, and how to ask us to correct or delete it.
You consent to electronic communications (email, SMS, or portal messages) regarding Orders, invoices, and support.
19A) Recording; Archiving; Use of Communications
Definitions. "Communications" means any oral, written, or electronic communications between Customer (and its personnel, agents, contractors, and representatives) and Metrolux Solutions Inc. ("Metrolux"), including phone calls, voicemails, video meetings, in-person discussions, emails, SMS, messaging apps, tickets, chats, portals, and related logs/metadata created in connection with Products or Services.
Express authorization and consent. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Customer expressly authorizes and gives prior consent for Metrolux to collect, monitor, record, transcribe, export, download, copy, archive, store, index, and otherwise retain Communications, including through automated tools, for purposes such as: (i) performance of Services and support; (ii) documenting scope, instructions, approvals, and changes; (iii) quality assurance and training; (iv) security, fraud prevention, and operational integrity; (v) billing, collections, and account administration; and (vi) compliance, dispute resolution, and enforcement of rights.
Effective date; duration. This authorization and consent is effective as of the earlier of (a) the Service start date, (b) acceptance of a Service agreement/SOW, or (c) the first invoice date or first payment date (the "Effective Date"), and continues while Services are ongoing and thereafter as reasonably necessary for recordkeeping, security, compliance, and dispute-related purposes.
Customer-provided and third-party devices/systems. Where Customer provides, assigns, or makes available any customer-owned, customer-administered, or third-party platform, account, device, phone number, mailbox, ticketing system, collaboration workspace, or other system for use by Metrolux in connection with Services (including BYOD or customer-issued devices), Customer expressly authorizes Metrolux to access, use, and retain Communications created or stored on such systems and to export and store copies of such Communications in Metrolux-controlled repositories, to the extent permitted by applicable law and solely for the purposes described in this Section.
Sharing and disclosure. Customer authorizes Metrolux to use and share Communications on a need-to-know basis with Metrolux personnel, contractors, affiliates, professional advisors (including attorneys and accountants), insurers, payment processors, collections providers, and vendors/subprocessors that provide storage, transcription, security, or support tooling, and to disclose Communications when required by law or reasonably necessary to protect rights, safety, and systems.
Required notices and participant permissions. Customer is responsible for informing and obtaining any required consents from its personnel and any other participants it invites into Communications. Where required by law or policy, Metrolux may provide notice that recording may occur and may require affirmative acknowledgement before proceeding; if required consent is not obtained, Metrolux may provide an alternative channel (e.g., written-only communications) or decline to proceed with that Communication.
Withdrawal/opt-out; formal mailed notice; prospective effect. To the maximum extent permitted by applicable law, Customer agrees this authorization and consent is a material term and may not be withdrawn except as follows: Customer may request that Metrolux stop recording future oral Communications by sending a signed formal letter via physical mail to Metrolux’s then-current notice address listed on the applicable invoice or on Metrolux’s website, identifying the Customer account and the specific Communications to be affected (e.g., "phone calls only"). Any request is effective only if and when Metrolux provides written confirmation of acceptance. Any change applies prospectively only and does not require deletion of Communications previously collected or retained for legitimate business purposes (including billing, compliance, security, and dispute resolution). If an opt-out materially impairs service delivery, Metrolux may offer reasonable alternatives or suspend/terminate Services in accordance with these Terms.
Non-waivable rights. Nothing in this Section limits rights or obligations that cannot be waived under applicable law.
19B) Customer-Furnished Equipment; Possessory Lien; Security Interest; Nonpayment
Definitions. "Customer-Furnished Equipment" means any device or tangible personal property owned or controlled by Customer (or Customer’s personnel) that Customer provides, assigns, ships, or makes available to Metrolux for use in connection with the Services, including phones, laptops, tablets, storage media, authentication devices, and peripherals.
Customer ownership; limited authority to use. Unless expressly agreed in a signed writing, Customer-Furnished Equipment remains Customer’s property. Customer grants Metrolux a limited, non-exclusive authorization to possess and use Customer-Furnished Equipment solely to perform the Services (including accessing Customer email, messaging accounts, portals, and documents), troubleshoot, document work performed, and protect systems and data.
Condition and responsibility. Customer is responsible for (i) ensuring Customer-Furnished Equipment is lawful to provide and free of undisclosed third-party restrictions; (ii) providing necessary credentials/permissions; (iii) maintaining appropriate backups of all data (unless Metrolux expressly provides backups); and (iv) insuring Customer-Furnished Equipment against loss or damage, except to the extent directly caused by Metrolux’s gross negligence or willful misconduct.
Return procedure; timing. Upon completion or termination of Services, Metrolux will make Customer-Furnished Equipment in its possession available for return or pickup after: (i) Customer pays all undisputed amounts due, and (ii) Customer provides reasonable return instructions. Customer is responsible for return shipping costs and risk of loss during transit unless Metrolux agrees otherwise in writing.
Nonpayment; right to retain possession where permitted. If Customer fails to pay amounts due, Customer acknowledges and agrees that, to the maximum extent permitted by applicable law, Metrolux may retain possession of Customer-Furnished Equipment then in Metrolux’s possession as part of its lawful remedies, including asserting any applicable possessory lien rights (including under Florida law for labor/services connected to personal property or used in the business in which the labor/services is performed). This retention is a remedy to secure payment and does not transfer ownership to Metrolux by itself.
No automatic forfeiture; disposition only as allowed by law. Customer-Furnished Equipment is not deemed "forfeited" or automátically transferred to Metrolux due to nonpayment. Any sale, disposition, or acceptance of Customer-Furnished Equipment in satisfaction of a debt (in whole or in part) may occur only if and to the extent permitted by applicable law and required procedures (including, where applicable, Florida’s UCC/Chapter 679), and may require additional notices and/or post-default written consents.
Optional collateral grant (business customers only). If Customer is an entity (not an individual consumer) any Order/SOW/invoice or a separate signed security agreement that references these terms, makes any Equipment provided to Metrolux Customer-Furnished Equipment, and allows that Equipment to be treated as collateral, Customer grants Metrolux a security interest in that identified collateral to secure payment of amounts due, and Customer authorizes Metrolux to file one or more UCC financing statements (UCC-1) to perfect such interest. Any enforcement, disposition, or acceptance of collateral will comply with applicable law.
Access to data on retained equipment. Customer acknowledges Customer-Furnished Equipment may contain Customer data, communications, and legal/business documents. During any lawful retention period, Customer grants Metrolux a limited right to access such data only as reasonably necessary to (i) preserve business records, (ii) document Services performed, (iii) protect accounts/systems, (iv) comply with legal obligations, and (v) support dispute resolution. Metrolux has no obligation to delete Customer data from Customer-Furnished Equipment unless required by law or expressly agreed in a signed writing.
Disputes; undisputed amounts; protective measures. If Customer disputes an invoice in good faith, Customer must provide written notice detailing the dispute. Customer remains responsible for timely payment of all undisputed amounts. Metrolux may implement reasonable protective measures (including suspensión of access or Services) while disputes are pending, consistent with these Terms.
No waiver of statutory rights. Nothing in this Section limits rights or obligations that cannot be waived under applicable law, including any mandatory consumer protections where they apply.
20) Compliance; Export Controls
You will comply with all applicable laws, regulations, and codes (including import/export and sanctions laws). You represent you are not located in, under control of, or a national/resident of any jurisdiction subject to comprehensive sanctions that would prohibit transactions with Metrolux.
21) Indemnification
You will defend, indemnify, and hold harmless Metrolux and its officers, directors, employees, contractors, and agents from any claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of Products or Services; (ii) your breach of these Terms; (iii) your data, content, or instructions; or (iv) allegations that your materials or conduct violate law or third-party rights.
22) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, METROLUX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, PRODUCT, OR SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO METROLUX FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE 30 DAYS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, FOR ONE-TIME PRODUCT SALES, THE PURCHASE PRICE OF THE AFFECTED PRODUCT), WHICHEVER IS LOWER.
IN NO EVENT WILL METROLUX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow certain limitations; in that case, limits apply to the fullest extent allowed.
23) Dispute Resolution; Arbitration; Class Action Waiver
Informal resolution first. Before filing a claim, each party will provide written notice and attempt in good faith to resolve the dispute within 30 days.
Arbitration. Except for (i) small-claims matters, and (ii) injunctive relief to protect IP or stop misuse, any dispute arising out of or relating to these Terms or an Order will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or Consumer Rules if applicable). The arbitration will take place in Miami-Dade County, Florida, unless the parties agree otherwise.
CLASS ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
24) Governing Law; Venue
These Terms are governed by Florida law (without regard to conflict-of-law rules). To the extent a dispute is not subject to arbitration, exclusive venue and jurisdiction are in the state or federal courts located in Miami-Dade County, Florida.
25) Force Majeure
Metrolux is not liable for delays or failures caused by events outside reasonable control, including supplier delays, carrier delays, shortages, power/internet outages, labor disputes, governmental actions, disasters, and acts of God.
26) Suspension; Termination
We may suspend or terminate Services immediately for nonpayment, suspected fraud, security risk, illegal activity, or material breach. Termination does not relieve you of payment obligations for work performed or Products shipped.
26A) Subscription Plans; Waived Build and Setup Fees; Minimum Term
Some plans include work that would otherwise be invoiced separately, such as a website built at no charge as part of a subscription or a non-profit package. Where an Order states that a build, setup, migration, or similar one-time work is provided at no charge, that waiver is conditional on maintaining the associated subscription for the minimum term stated in the Order, which is six (6) months unless the Order states otherwise.
If, before the minimum term ends, you cancel, you downgrade below the plan that qualified for the waiver, or we terminate for cause under Section 26, the waived work becomes payable at Metrolux’s standard published price for that work in effect on the date of the Order, less any amount already paid toward it. That amount is invoiced on the effective date of the cancellation or downgrade and is due on the terms in Section 6.
This does not apply where Metrolux terminates without cause, discontinues the Service under Section 26B, or fails to provide the Service. In those cases no build or setup charge arises, whenever the subscription ends.
After the minimum term the plan continues month to month, and cancelling at any point thereafter carries no build or setup charge.
26B) Discontinuation of a Service; Continuity Information
When this applies. This Section takes effect when Metrolux gives notice that it is ceasing to provide a Service, or notice that the business is being dissolved or wound up.
It does not apply where the Service, or the intellectual property behind it, is sold, assigned, or otherwise transferred to another business that continues to provide the Service. In that case this Section transfers with it: the acquiring business assumes Metrolux’s obligations under this Section, and if that business later gives notice of the kind described above, this Section applies to it as it would have applied to Metrolux.
Who may ask. A Customer whose subscription to the affected Service is active on the date of that notice.
What Metrolux will provide, within thirty (30) days of a written request made within twelve (12) months of that notice, once per Customer per Service and at no charge:
- the instructions needed to deploy and operate the Service independently, including the software stack it runs on, each third-party component and the version deployed for you, and the system requirements;
- the configuration specific to your deployment, excluding credentials and excluding any secret shared with other customers;
- a complete export of your data in a documented, non-proprietary format; and
- the source code of the Service as deployed for you, including the platform code it is built on, under the licence below.
The licence. Metrolux grants you a perpetual, worldwide, non-exclusive, royalty-free, non-transferable licence to install, run, modify, and have modified the code provided under item 4, for the internal business purposes of your own organisation. This licence survives termination of your subscription and of these Terms, and supplements the licence in Section 17.
You may not resell, sublicense, distribute, publish, or otherwise make the code available to any third party; offer the Service or any derivative of it to third parties, whether for a fee or free of charge; or use the code to create a product or service offered to anyone other than your own organisation. Contractors may work on the code on your behalf and for your benefit, under obligations no less protective than these.
What is not included. Rights in third-party software, which you must license directly from its owner on that owner’s terms; Metrolux will name each such component so that you can. Also excluded: ongoing support, hosting, updates, monitoring, or migration assistance; and any warranty, express or implied, as to the code, the instructions, or their fitness to run on any particular infrastructure. Everything furnished under this Section is provided as is.
Metrolux may require you to accept reasonable confidentiality terms covering anything provided that is not otherwise public, and may withhold anything it is barred from disclosing by a third-party licence or by law, naming what is withheld and why.
27) Miscellaneous
Severability. If any provision is unenforceable, the remaining provisions remain in effect.
Assignment. You may not assign these Terms or an Order without Metrolux’s prior written consent. Metrolux may assign to an affiliate or successor.
No waiver. Failure to enforce a provision is not a waiver.
Notices. Notices may be provided electronically and are effective when sent to the email address on file, invoice, or order confirmation, unless applicable law requires a different method.
28) Acceptance
By placing an Order, paying an invoice referencing these Terms, accepting delivery, or using Products or Services, you agree to these Terms.