Think VoIP Services Hardware as a Service
Terms and Conditions
1. Terms and Conditions
These terms and conditions (“Terms and Conditions”) apply to our Hardware as a Service (“HaaS”) Agreement. The terms of the Quote are incorporated herein by reference and given the same meaning as set forth in the Quote, unless the definition is expressly set forth herein.
2.1. Hardware as a Service. Pursuant to these Terms and Conditions, Think VoIP Services will provide Client with the Appliance (“Appliance”) described in your Quote, and the right to use the Appliance as limited herein.
2.2 Appliance. The Appliance provided as part of this HaaS Agreement will be the sole property of Think VoIP Services or its licensors or service providers. Client shall have no rights whatsoever in or to the Appliance other than the right of use during the Term as provided in your Quote. Client acknowledges and agrees that the Contract is a HaaS Agreement and nothing herein will be deemed or constructed as a lease or other grant or transfer of any property to Client. Specifically, Client acknowledges and agrees that Client has not been granted title or any other property interest in any hardware listed in this HaaS Agreement and Client has no rights under any real property and landlord/tenant laws, regulations, or ordinances pursuant to this HaaS Agreement.
Upon execution of your Quote, Client shall be granted a non-exclusive, non-transferable and non-sublicensable license for the Term (as defined below) to use the quantities of each item of Appliance identified in your Quote and the device on which such Appliance is delivered.
2.3. Support Not Included. Think VoIP Services does not provide any support under this HaaS Agreement unless provided under a separate managed services contract executed by both parties.
2.4. Scope of HaaS Agreement. This document only covers Think VoIP Services’ Service as specifically described in your Quote. Any additional services requested by and provided to Client which are not specifically described in your HaaS Quote will be charged to Client at Think VoIP Services’ prevailing rates at the time of the service.
3. Pricing and Payment
3.1. Pricing. Pricing for the Services set forth in your Quote.
3.2. Payment. Payment intervals set forth in the Quote shall begin on the earliest date any Appliance identified in the Quote is installed and available for use by the Client (“Installation Date”). Client shall pay Think VoIP Services the amount set forth in the Quote, in a manner consistent with the payment terms and conditions set forth in the PSA. Where Client requests additional appliances not identified in the original Quote, the payment terms in the subsequent Quote(s) governs and the remaining terms herein shall apply where not expressly altered by the subsequent Quote(s).
3.3. Obligations to Pay Minimum Installments. The Quote includes the minimum number of payment installments required on the Appliances. All installments and fees referenced in the Quote are non-refundable. The minimum number of payment installments is thirty-six (36) unless otherwise stated.
3.4. Continuation of Installments. The Quote includes a minimum number of payment installments required under this Agreement. However, Client acknowledges and agrees that the payment installments shall continue in the same amount and same interval after the minimum number of payment installments are made until the service herein is terminated as set forth in Section 4. Where Think VoIP Services provides an upgraded replacement Appliance, Client acknowledges an increase in pricing and/or installments may be required and consents to a reasonable increase so long as Think VoIP Services provides notice.
4. Term and Termination
4.1. Term. The term of this Agreement begins on the date you execute the Quote (“Effective Date”), and will continue until the return of all Appliances set forth in the Quote to Think VoIP Services, but in no event shall the term be less than the minimum payment installments.
4.2. Termination. The PSA sets forth the conditions for termination by the parties. Additionally, Client can terminate this Agreement at any time with thirty (30) days written notice, so long as Client pays all remaining minimum installment payments and returns all Appliances in proper working order.
4.3. Termination for Non-Payment. Think VoIP Services can terminate for non-payment with seven (7) days’ notice. Upon termination under this Section, all remaining minimum installment payments are immediately due and Client must return all Appliances in proper working order within seven (7) days’ notice of termination.
4.4. Automatic Termination-Client’s Termination. In addition to the termination provisions in the PSA, if Client terminates its managed services plan with Think VoIP Services, this HaaS Agreement shall automatically terminate, any remaining minimum payment installments are due within seven (7) days of termination, and the Appliances shall be returned within seven (7) days of termination.
4.5. Automatic Termination-Think VoIP Services’ Termination. In addition to the termination provisions in the PSA, if Think VoIP Services terminates the manages services plan with the Client, Think VoIP Services, within its sole discretion, may also terminate this HaaS Agreement by providing notice in writing within seven (7) days of termination. If Think VoIP Services does not terminate this HaaS Agreement within seven (7) days, Client shall continue making payment installments as set forth in Section 3.
4.6. Return of Appliances. Upon termination, Client must return all Appliances provided hereunder within seven (7) days. If Client fails to return all Appliances, Think VoIP Services will invoice Client for the replacement value of the Appliances, and Client agrees to pay such replacement value upon receipt of the invoice.
5.1. Client Responsibilities. Client may use the Service provided herein for any legal purpose, provided such use does not violate the terms and conditions of the PSA (including, without limitation, your Quote). Client shall furnish a sufficient number of trained and experienced personnel and deliver all necessary access, information and materials in a timely fashion. Think VoIP Services will not be responsible for any delays, cost overruns, or liability resulting from Client failing to meet such obligations or the obligations set forth below. To facilitate prompt and efficient completion of the work, Client and Client’s personnel shall fully cooperate with Think VoIP Services in all respects, including, without limitation, providing information as to Client’s requirements, providing access to Client’s facilities, systems, equipment and hardware on which the Appliances are to be installed, and providing access to all necessary information regarding Client’s facilities and systems, as well as providing space for Think VoIP Services’ personnel to work at Client’s facility. If Think VoIP Services determines that the Services require remote and administrative access to Client’s computer systems, Client agrees to provide such access and Client shall also provide Think VoIP Services with all information reasonably requested by Think VoIP Services. Client will be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware that may be required to support performance of the Services, including but not limited to all equipment and services needed for remote access. Client acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of other services at Client’s facility or on Client’s computer systems or loss or damage to software or hardware. Client is strictly liable for the acts and omissions of each of Client’s officers, employees, contractors, agents and other representatives with respect to the Quote.
5.2. Think VoIP Services’ Responsibilities. Think VoIP Services will configure and install the Appliances per the terms set forth in your Quote, and if no pricing for installation and configuration is included in the Quote, such services will be provided at Think VoIP Services’ prevailing rates at the time.
5.3. Risk of Loss. Risk of loss for an Appliance shall transfer to Client upon the delivery of the Appliance to the Client. Client shall be liable to Think VoIP Services for all damage, other than normal wear and tear, to Appliance. Client shall add any Appliances to its COI, shall name Think VoIP Services as a loss pay and an additional insured for a value equal to or greater than the total minimum value of the Appliances, as set forth in the Quote, and shall provide Think VoIP Services notice of the COI upon request. Alternatively, Client shall pay a non-refundable damage waiver calculated as 10% of the replacement value of all Appliances.
5.4. Non-Returned Appliances. If the Client fails to return the Appliance to Think VoIP Services after termination, then Think VoIP Services will invoice Client for the full replacement value of each such Appliance(s) based on then-current or last suggested retail price, as applicable, and Client agrees to pay such invoice.
5.5. Warranty. The Appliance is warranted solely by the original manufacturer warranty. Client must comply with the RMA Policy of the original equipment manufacturer in making a warranty claim. Think VoIP Services’ sole obligation and Client’s sole and exclusive remedy for any breaches of the warranty shall be against the original equipment manufacturer.
5.6. Credit Check Waiver. By virtue of Client’s approval of this Agreement, Client (and any personal guarantor) authorizes Think VoIP Services to obtain a Background Check and / or Consumer Credit Report on Client and/or any Guarantor(s). Client and Guarantor acknowledge this authorization is valid for purposes of verifying information given pursuant to employment, leasing, rental, business negotiations, or any other lawful purpose covered under the Fair Credit Reporting Act (FCRA). A summary of your rights under the FCRA can be found here: https://eforms.com/images/2016/07/Fair-Credit-Reporting-Act-Summary-of-Your-Rights.pdf
The Background Check may contain information available in the Public Domain but may not include interviews with persons other than previous employers or their agents. Client and/or any Guarantor hereby authorize all corporations, former employers, credit agencies, educational institutions, law enforcement agencies, city, state, county and federal courts and agencies, military services and persons to release all information they may have about me including criminal and driving history. This authorization shall be valid in original or copy form.
5.7. Personal Guarantee. To induce and in consideration of Think VoIP Services’ acceptance of this Agreement, Think VoIP Services may in its sole discretion require a personal guarantee, but the lack thereof shall not affect the validity or enforceability of this Agreement. In such cases where a personal guarantee is required, the named Guarantor unconditionally, personally, individually, jointly and severally guarantees performance of the Client’s obligations under this Agreement and payment of all sums due hereunder and hereby continues to personally indemnify Client for any and all funds due to Think VoIP Services under the terms of this Agreement.
5.8. Limitation of Liability. Client agrees that any liability of Think VoIP Services or any of its suppliers relating to this Agreement and the Services shall be limited to the lesser of $100 or one minimum installment payment actually received by Think VoIP Services from Client.
5.9. Administrative Access. Think VoIP Services shall have administrative access to any Appliances under this Agreement. Client acknowledges and agrees that Think VoIP Services is permitted remote access to the Appliances at any time at the Client’s cost for such remote access, and is free to configure, test, diagnose, and, where Client has failed to pay under the terms of this agreement, deactivate and disable any Appliances.