1.) Pricing Conditions
– Quotes are valid for 30 days unless otherwise noted.
– Pricing is in USD unless otherwise noted.
– Pricing is based on 12 month contract unless otherwise noted; in event of contract less than 12 months, ISP will need to re-price.
– Prices quoted are predicated on the award of all equipment bid upon. Prices may have to be modified if a partial award is made.
– Billing is assumed to be prepaid in full, unless otherwise specified.
– Any applicable taxes will be in addition to quote given.
– Base Model Units are assumed if configuration not supplied.
2.) SLA achievement and pricing adjustments may be subject to completion of Onsite Inspection of equipment and Config information by/to ISP within 30 days of contract start date.
3.) Equipment must be in acceptable working condition at start of agreement and any Parts and/or labor needed to bring equipment to acceptable working condition may be billable.
4.) Standard on-site service agreement provides parts, labor, and travel expenses, excluding consumable items. An authorized agent of ISP (“Vendor”) will troubleshoot and diagnose failures prior to dispatching trouble tickets to the field. Vendor will dispatch replacement parts and/or field engineer for the parts deemed by vendor to have material defect to the Customer/Site under contract for delivery per the terms of the SLA. The onsite technician will replace the diagnosed hardware failure with replacement parts which may be new, refurbished, or serviceable parts, which are functionally equivalent to new parts and may be from sources other than the original equipment vendor/manufacturer.
5.) Standard depot agreement provides parts repair, excluding consumable items. An authorized agent of ISP shall complete Depot Services within the turnaround time quoted (Business Days) after receipt of the equipment, after which time equipment shall be returned to Customer by ground delivery. Customer pays for shipping to repair depot.
6.) Consumables such as, but not limited to, batteries, printheads, toner, cutters, shuttles, maintenance kits, fusers, metal frames or panels, chassis, doors, keys, key locks, screws, nuts, sliding bars, hinges, media i.e. tapes, DVD’s and CD’s, filters, and anything with predefined date of expiration, are not covered under the standard hardware maintenance contract.
7.) No licenses, software, application, OS, or IP services are included. Unless otherwise noted, whole unit replacements do not fall under the SLA and may require more time than the contracted SLA. Replacement licenses or license transfers and replacement software is not included. Restoration of OS, application, or data is not included. Customer agrees to maintain complete backup of all systems covered by this agreement including all OS, software, application, and data. System administrative actions are ultimately the responsibility of the Customer.
8.) Equipment damaged or failing due to any of the following reasons are not covered under this Agreement and may be billed on a Time and Material (T&M) basis:
– Use of a machine outside of its documented capabilities, as specified by the manufacturer.
– Failure to maintain a suitable environment as specified by the manufacturer.
– Damage from Abuse, Misuse, or Accident
– Acts of God, War, or other uncontrollable events.
– Lightning damage, Fires and or Flood
– ISP accepts no liability for equipment that is relocated by anyone other than ISP or its approved subcontractors.
9.) Use of Subcontractors
ISP reserves the right to engage subcontractors to assist in providing IT services under this Agreement. ISP ensures that any subcontractors engaged will be bound by the same terms, conditions, and data protection standards outlined in this Agreement. ISP will take all necessary steps to ensure compliance with the obligations herein, including confidentiality, security, and lawful data handling practices.
10.) ISP WILL NOT BE LIABLE FOR ANY REINSTATEMENT OR RECERTIFICATION FEES IMPOSED BY ANY PARTY AT ANY TIME. ISP’S TOTAL LIABILITY FOR ANY CLAIM OF ANY TYPE WHATSOVEVER IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ISP’S SOLE NEGLIGENCE. THE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF NEGLIGENCE WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF LIABILITY. ISP SHALL NOT BE LIABLE IN CONTRACT LAW, TORT, OR ANY OTHER THEORY OF LAW, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR CONSEQUENTIAL DAMAGE PERTAINING TO THE MAINTENANCE SERVICE OR EQUIPMENT OUTLINED IN THIS AGREEMENT. ISP WILL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTED FACILITIES OR EQUIPMENT, OR SERVICE DOWN-TIME COSTS. THIS LIMITATION ON LIABILITY SHALL EXTEND TO ALL CLAIMS, INCLUDING THOSE MADE BY CUSTOMER’S CUSTOMERS OR OTHER THIRD PARTIES, REGARDLESS OF CAUSE OR CIRCUMSTANCE, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR FAULT BY ISP, ANY FAILURE TO MEET SERVICE STANDARDS, OR ANY OTHER FAILURE TO PERFORM OBLIGATIONS UNDER THIS AGREEMENT.
11.) Confidentiality
If either party receives from the other party written information that is marked “Confidential” or “Proprietary” or any additional information the receiving party knows or should know is confidential or proprietary, the receiving party agrees not to use such information except in the performance of this Agreement, and to treat such information in the same manner as it treats its own confidential information and at least use commercially reasonable efforts to protect such information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law; provided that notice is first given to the disclosing party and the disclosing party. Except as otherwise provided herein, the obligations not to disclose or use and to maintain the confidence of information shall be for two (2) years after the termination or expiration of this Agreement.
12.) Indemnification
Each party hereto covenants and agrees to indemnify, defend, and hold harmless the other party hereto, its affiliates and their respective owners, general partners, partners, managers, members, controlling persons, directors, officers, employees, agents and their successors and assigns (collectively, the “Indemnified Parties”) from and against, and to pay to the Indemnified Parties the amount of, all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and other damages, including reasonable attorneys’ fees and expenses arising, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any way to: (a) the actions of such party or its employees, contractors or agents relating to this Agreement and the performance of the duties set forth herein; (b) any claims by third parties arising from or relating to or in connection with the breach or alleged breach of any of the provisions hereof by the respective parties; (c) any claims by third parties based upon any representations or warranties arising out of or in connection with the respective products or services, representations, or artwork of the parties, or upon alleged patent, trademark, or copyright infringement or unfair competition in connection with the respective products or services or representations of the parties, by reason of the sponsorship; (d) acts or omissions of any firm employed by the respective parties to perform any portion of the duties or obligations contained herein; and (e) product liability or other personal injury claims which may be asserted against the respective goods or services.
13.) Data Protection
Customer Data shall be known and treated by ISP as Customer’s Confidential Information and shall be and remain the sole and exclusive property of Customer. ISP is provided a limited, revocable, non-transferable, non-exclusive license to Customer Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display Customer Data only to the extent necessary in the provisioning of the Services and preparing the Deliverables. ISP shall (i) store Customer Data within the country that it is provided to ISP, (ii) not transmit or transfer any Customer Data out of the country from which it was obtained, and (iii) not allow Personnel or any third party to access Customer Data from any location outside of the country from which it resides; provided however, such actions may be permissible with Customer’s prior written consent, which consent may be withheld for any or no reason. ISP shall return all copies of Customer Data to Customer upon the request of Customer and upon termination of this Agreement, or any Order, and ISP shall delete all copies of any Customer Data or any information incorporating any Customer Data from its systems.
14.) Cancellation for Cause
Customer may terminate a Service Order on any specific unit of serialized equipment in the event ISP is in breach of the contract and ISP fails to substantially cure or correct such breach within thirty (30) days following receipt of written notice from Customer specifying the nature of said breach. Specifically, if ISP fails to meet subscribed service levels on three (3) occurrences in any thirty (30) day period, the contract is deemed in breach and Customer notifies ISP in a timely manner, Customer may terminate Service Order on any specific unit of serialized equipment with a thirty (30) day written notice with no penalties. Customer will pay for services performed through the termination date. Any failure to comply with service standards caused by acts of god or as a result of actions clearly out of the control of ISP are not a condition of breach.
15.) Cancellation for Convenience
Any cancellation of a support contract during the initial term that does not fit the aforementioned explanation of a breach by ISP is considered “For Convenience.” In these situations, the Customer may cancel the contract for any reason only after six (6) months from the effective start date of the contract. At such time, Customer is required to provide ISP with a thirty (30) day written notice. Customer shall be entitled to receive a pro-rated credit of certain pre-paid fees as of the termination date. Early cancellation of mutli-year contract terms will forfeit any additional discounts initially provided by ISP.
Updated 10/30/2024