CBT Total Solutions Support Terms and Conditions
Maintenance: Cady Business Technologies, Inc.
(“Cady”) agrees to maintain the equipment listed in the Agreement as long as the customer is not in default under this agreement. Maintenance shall include the labor and parts required to repair or replace equipment which has become defective through normal wear and usage, but does not include the repair or replacement of equipment which has become defective due to causes including, but not limited to damage caused by accident, physical abuse or misuse, acts of God and fires, neglect, theft, vandalism, electrical power failure or any other casualty on the part of the customer or operators of the equipment. This Agreement also excludes labor and material costs in connection with relocation, rearrange equipment, add to or remove equipment only on the request of Customer. Customer agrees to pay supplementary charges in accordance with Cady’s current rate for such services. This addition of supplemental Customer equipment purchased and installed during the term of this Agreement will proportionally increase the monthly maintenance charges. This Agreement does not cover service calls pertaining to defective premises wiring or failure or interference of telecommunications equipment provided by Cady. An addendum to original contract price will be added annually and price will be adjusted accordingly.
The equipment will be maintained by Cady or its subcontractor on accordance with these standards: (1) the equipment will be maintained at levels necessary to provide the communication for which the system was designed; (2) routine maintenance procedures prescribed fromtime to time byCady will be performed; (3) all maintenance work will be done by qualified personnel; (4) equipment will either be serviced on-site or brought back to Cady’s repair department at the discretion of the service technician; and (5) if the equipment has been purchased from Cady, a loaner will be placed while the Customer’s equipment is being repaired, and if the loaner is of the same specification as the Customer’s original equipment, Cady, at Cady’s option, may provide the loaner as a permanent replacement of the Customer’s original equipment. Service is available Monday through Friday during Cady’s normal business hours. Service work performed after normal business hours, or on weekend, will be billed at 1 ½ times Cady’s normal labor rates. Service work performed on Cady-recognized holidays will be billed at 2 times Cady’s normal labor rates.
This Agreement will AUTOMATICALLY renew for another term unless it is cancelled by either party. Cancellation must be by written notice sent by registered mail at least 30 days prior to the expiration date of the current term.
The monthly or yearly maintenance charges shall be billed in advance, and shall be paid by the Customer in advance. Payment shall be sent to Cady’s current address. Monthly or yearly charges shall be due and payable whether or not the equipment is operating, and, if the Customer defaults in payment, Cady may, at its option, terminate this Agreement by giving the Customer ten (10) days’ written notice. Monthly charges, which are not paid when due, shall be subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is less.
Limitation of Liability
Cady’s responsibilities under this Agreement cease if the equipment is (1) repaired or adjusted by another person other than a representative authorized by Cady; (2) not supplied with a sufficient power source or any power source that is within the set electrical specifications as established by the manufacturer after notification to the Customer and the Customer’s failure to take corrective action within a reasonable period of time; (3) operated using any telephone equipment and accessories not authorized and approved by Cady; or (4) transferred to a location outside of Cady’s service area. In no event shall Cady be liable for any special, incidental, or consequential damages, including commercial or business losses, lost profits, lost goodwill, damage to reputation or any other damage or injury arising out of a failure of the equipment or the negligence or failure of Cady in the performance of this Agreement.
Interruption of Service
The Customer shall notify Cady in the event of the failure of any unit and Cady shall provide maintenance service in accordance with Cady’s normal operating procedures. The Customer shall notify Cady if the system is entirely out of service (i.e., the Customer is unable to place or receive calls through the switching equipment). Cady agrees to have maintenance personnel respond as follows, after receipt of notice by phone:
Platinum Support Plan Customer
30-minute remote*/2-hour on site after 30-minute remote response*
Gold Support Plan Customers
2 hours remote*
*Provided remote access is furnished by customer.
Cady does not assume and shall have no liability under this Agreement for equipment failures which are directly or indirectly due to causes beyond the control and without the fault and negligence of Cady. Cady shall not be liable for any special or consequential damages for interruption of service. Customer further agrees to furnish all pertinent information related to the reported malfunction to Cady’s maintenance personnel or authorized representatives and to afford them at their request, access to the equipment as required for the performance of this Agreement.
If any person other than an authorized representative of Cady makes any repairs, maintenance, adjustments, or additions to the equipment which in the opinion of Cady increases the maintenance cost of the equipment, Cady shall have the right to make an equitable increase in the monthly maintenance charges. If no agreement can be reached on the increased cost, Cady, at its option, may terminate this Agreement.
Cady may assign this Agreement. The Customer may assign this Agreement only upon the written consent of Cady or its assignee.
Right to Subcontract
Cady shall have the right to subcontract the maintenance work called for by this Agreement in whole or in part. Cady, however, shall not be relieved of any tem of this Agreement on account of a subcontract. Cady shall notify the Customer of the name and address of each subcontractor sent the customer’s job site.
Neither the customer nor any of the customer’s affiliates shall contract with any Cady employees or representatives with regard to performing services similar to those outlined in the agreement on any of the Customer’s equipment during the duration of this Agreement and for one (1) year after its termination.
Cady shall have no duty or responsibility to insure the equipment. It shall be the sole obligation of the Customer to insure the equipment.
Failure or delay on the part of Cady to exercise any right, power, or privilege hereunder shall not operate as a waiver thereof.
Entire Agreement: This Agreement constitutes the entire agreement between Cady and the customer and shall supersede all prior offers, negotiations and agreements.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and assigns.
Waiver, Modification Ineffective Unless in Writing
No waiver, amendment, termination, alteration, or modification of this Agreement or any provision hereof shall be binding unless in writing and signed by the parties hereto or their successors and assigns.
The various rights and remedies of Cady BT contained in this Agreement will be construed as cumulative and no one of them will be exclusive of any of the other or of any legal or equitable remedy which Cady might otherwise have in the event of breach or default.
This Agreement is to be governed by and construed in accordance with the laws of the State of Minnesota.
Limitation of Action
No action to enforce a claim arising under this Agreement shall be commenced more than one (1) year after the termination of this Agreement.
Please contact us for further explanation or with any questions.