These Terms & Conditions (“Terms”) govern access to and use of the websites, software products, payment services, and professional services offered by Citinet Solutions, LLC (“Citinet,” “we,” “us,” or “our”), including citinetsolutions.com and any related product sites, portals, or checkout pages (collectively, the “Services”).
By accessing our websites, creating an account, submitting an order, completing checkout, signing a statement of work, or otherwise using the Services, you agree to these Terms and to our Privacy Notice, Refund Policy, and Secure Checkout page. If you do not agree, do not use the Services.
1. Who We Are
Citinet Solutions, LLC is a New York limited liability company founded in 2004. We provide custom software development, workflow and ERP applications, virtual IT / CIO services, cybersecurity and compliance support, and purpose-built products including Citinet Payments and Condor Outcomes.
Citinet Solutions, LLC
108 Village Square, Suite 189
Somers, NY 10589
Phone: (914) 449-4600 or (212) 951-7200
Email: privacy@citinetsolutions.com
2. Eligibility and Authority
The Services are offered to businesses and organizations, not to consumers for household use. You represent that you are at least 18 years old and that you have authority to bind the company or organization you represent. You agree to provide accurate legal name, tax identification, billing, and contact information and to keep that information current.
3. Description of Services
Depending on the engagement, Services may include:
- Custom software design, development, integration, hosting, and support;
- Subscription access to Citinet software products, including Citinet Payments and related modules;
- Virtual IT, managed services, and professional consulting;
- Payment acceptance tooling in which Citinet or its processor enables card, ACH, or other electronic payments on your or our behalf;
- Implementation, training, data migration, and related professional services described in a proposal, order form, or statement of work (“SOW”).
Written proposals, order forms, and SOWs control if they conflict with these general Terms on price, scope, or delivery dates. These Terms fill any gaps.
4. Accounts and Acceptable Use
You are responsible for all activity under your accounts and for safeguarding credentials. You will not:
- Use the Services for any unlawful purpose, including fraud, money laundering, or prohibited high-risk activity;
- Process payments for goods or services you do not actually provide;
- Attempt to probe, disrupt, or circumvent security or payment controls;
- Upload malware, scrape the site in an abusive manner, or reverse engineer our software except as permitted by law;
- Misrepresent your identity, business, or the purpose of a transaction;
- Use the Services to collect, store, or transmit full payment card data outside of our approved checkout or processor fields.
We may suspend or terminate access immediately if we reasonably believe these Terms, card-brand rules, processor rules, or law have been violated.
5. Orders, Fees, and Billing
Prices are as stated on an order form, SOW, invoice, or checkout page at the time of purchase. Unless otherwise stated in writing:
- Professional services and custom development are billed according to the agreed milestone or retainer schedule;
- Subscription products are billed in advance on a monthly or annual cycle;
- Payment processing and gateway fees (including interchange, assessments, per-transaction fees, and chargeback fees) are billed as incurred or as disclosed in your processing schedule;
- Applicable sales, use, or similar taxes will be added where required.
You authorize Citinet and its payment processor to charge the payment method you provide for all amounts due. Failed payments may result in suspension of Services and reasonable collection costs. Recurring subscriptions renew automatically unless cancelled in accordance with the Refund Policy or your SOW.
Card payments are processed by our third-party processor. Citinet does not store full primary account numbers or CVV/CVC codes on its own servers. See our Secure Checkout page.
6. Payment Processing Specific Terms
If you use Citinet Payments or otherwise accept cards or ACH through Citinet:
- You must comply with Visa, Mastercard, Discover, American Express, NACHA, and our processor’s rules;
- You are responsible for the legitimacy of every transaction you submit and for customer service on those transactions;
- You will maintain a clear refund policy and customer-support channel;
- Chargebacks, retrievals, fines, and assessments related to your transactions are your responsibility and may be debited from your account or invoiced;
- We and our processor may hold, delay, or reverse settlements when required by underwriting, fraud review, or network rules;
- You will not store, write down, or request card security codes after authorization.
7. Intellectual Property
Citinet retains all right, title, and interest in its pre-existing software, frameworks, templates, tools, documentation, trademarks, and know-how. Unless an SOW expressly assigns work product, Citinet grants you a non-exclusive, non-transferable license to use deliverables solely for your internal business operations while you remain in good standing. You retain ownership of your data, content, and pre-existing materials. You grant Citinet a limited license to use those materials solely to perform the Services.
8. Customer Data and Confidentiality
Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under these Terms. Our handling of personal data is described in the Privacy Notice. You represent that you have all rights needed to provide us any data you submit, including personal data of your employees or clients.
9. Service Levels and Support
Unless an SOW states otherwise, Services are provided on a commercially reasonable efforts basis. Hosted applications are monitored, but we do not guarantee uninterrupted or error-free operation. Planned maintenance will be scheduled to minimize disruption when practical. Support is available during normal U.S. Eastern business hours via the contact channels listed above, or as specified in your agreement.
10. Warranties and Disclaimers
Citinet warrants that professional services will be performed in a professional and workmanlike manner consistent with industry standards for similar firms. Except for that limited warranty, the Services are provided “as is” and “as available.” Citinet disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will meet every requirement or that payment networks, third-party APIs, or internet facilities will be available without interruption.
11. Limitation of Liability
To the maximum extent permitted by law, Citinet and its officers, employees, and contractors will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, or business interruption, even if advised of the possibility. Citinet’s aggregate liability arising out of the Services will not exceed the fees you paid to Citinet for the specific Service giving rise to the claim during the three (3) months before the claim. These limits do not apply to liability that cannot be limited under New York law.
12. Indemnification
You will defend and indemnify Citinet against claims, losses, and reasonable attorneys’ fees arising from: (a) your use of the Services; (b) your content or transactions; (c) your violation of these Terms, law, or card-brand / processor rules; or (d) a chargeback or alleged unauthorized transaction submitted under your account.
13. Term and Termination
These Terms remain in effect while you use the Services. Either party may terminate an ongoing subscription or services engagement as provided in the applicable SOW or Refund Policy. We may terminate immediately for non-payment, suspected fraud, legal or processor mandate, or material breach. Upon termination, your license to hosted software ends, and you remain responsible for fees incurred through the effective termination date and for any outstanding chargebacks or assessments.
14. Electronic Communications and Signatures
You consent to receive notices electronically at the email address on file. Electronic signatures, click-wrap acceptance at checkout, and payment authorizations are valid and enforceable.
15. Governing Law and Disputes
These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules. Exclusive venue for disputes is the state or federal courts located in Westchester County, New York, and you consent to personal jurisdiction there. Before filing a claim, the parties will attempt in good faith to resolve the dispute by written notice and a conference within thirty (30) days.
16. Changes
We may update these Terms by posting a revised version on this page and updating the effective date. Material changes will apply prospectively. Continued use of the Services after the effective date constitutes acceptance. If you do not agree, stop using the Services and cancel any subscription as provided in the Refund Policy.
17. Miscellaneous
These Terms, the Privacy Notice, the Refund Policy, the Secure Checkout page, and any SOW or order form constitute the entire agreement between you and Citinet regarding the Services. If a provision is unenforceable, the remainder stays in effect. You may not assign these Terms without our written consent; we may assign them in connection with a merger, reorganization, or sale of assets. Failure to enforce a provision is not a waiver.
18. Contact
Questions about these Terms: privacy@citinetsolutions.com or (914) 449-4600. Billing and refunds: see the Refund Policy. Online contact form: citinetsolutions.com/contact.