COMRES SERVICE AGREEMENT TERMS AND CONDITIONS
1. SERVICE
(a) Maintenance Services: Seller shall provide maintenance services on the attached list of telephone system hardware, software and labor. Seller shall dispatch service personnel to the Premises to perform repairs, unless Seller is able to perform the repairs from a remote location. Any replacement parts may be either new or refurbished but equivalent to new in operation. Parts will be furnished on an exchange basis, and any parts removed shall become the property of Seller.
(b) Response Time: When on-site repairs are necessary, Seller shall respond according to the following schedule:
Minor Service Request – 1 Business day
Major Service Request – 4 hours (excluding holidays)
* Response times not guaranteed for Force Majeure (acts of God) – Response is prevented, delayed, or otherwise made impractical by reason of any hurricane, inclement weather, flood, riot, fire, strike, explosion, war, governmental action, or regulation, or any other similar cause beyond the reasonable control of Seller.
Major Service Request is defined as:
(1) Service outage affecting more than 25% of inbound or outbound phone calls.
(2) A system failure affecting more than 25% of the telephone instruments.
(c) Exclusions: Seller shall attempt to respond to all requests for service. If the Service Request is not covered by a warranty or this Service Agreement, the Buyer will be billed at labor rates defined in Paragraph 6. Items excluded from coverage are:
(1) Force Majeure (acts of God) – Seller shall not be responsible for parts/labor to repair/replace equipment damages as a result of any hurricane, inclement weather, electrical damage, flood, riot, fire, strike, explosion, war, governmental action, or regulation, or any other similar cause beyond the reasonable control of Seller.
(2) Failure of Buyer to maintain system in accordance with manufacturer’s environmental specifications
(3) Telco (facilities) issues
(4) Physical equipment abuse or neglect
(5) Work performed on system by personnel other than Buyer or Seller representatives
(6) Buyer’s account is more than 30 days in arrears, unless an invoice is contested in good faith
(7) Buyer Provided Equipment (CPE) not specifically noted in attachment
(8) Equipment with working machine components such as printers
(9) Expendable materials such as handset cords, base cords, printer paper, etc.
(10) Cabling supplied by a third party.
(11) Failure by Buyer to provide Seller access to system to be serviced
(12) Software Assurance unless specifically identified in parts list
2. SERVICE FEE
(a) Buyer agrees to pay a service fee agreed to in a separately executed ComRes Service Agreement.
(b) The service fee does not include federal, state, or local taxes, which may be applicable and billed additionally.
(c) If Buyer does not make payments on account to Seller of any amount payable under ComRes’ payment terms, then in addition to all the remedies available to Seller at law or equity or under other provisions of this Agreement, Seller may collect interest on the sum then owing at the rate of 1.5% per month from the due date until payment by Buyer; and, without extending the term of this agreement, cease maintaining the equipment and cease performance of any other obligation undertaken in this agreement. ComRes payment terms are Net 30 from invoice date of all Work Orders and Installation Change Authorizations, payment in advance for monthly/annual maintenance agreements.
3. TERM
The term of this Agreement shall be defined in a separately executed ComRes Service Agreement. Upon the end of the term of this agreement, this agreement shall automatically renew on a month-to-month basis at ComRes prevailing month-to-month maintenance rates unless notified in writing by Buyer. In the event of an automatic renewal, Seller reserves the right to adjust service pricing to existing rates.
4. LIABILITIES
(a) SELLER EXTENDS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO BUYER FOR THE SERVICES PROVIDED BY THIS AGREEMENT.
(b) SELLER WILL NOT BE LIABLE TO BUYER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM BUYER'S USE (OR INABILITY TO USE), OR A THIRD PARTY'S UNAUTHORIZED USE, OF THE SYSTEM OR ITS COMPONENTS, EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT, OR FOR COMMERCIAL LOSS OF ANY KIND, REGARDLESS OF WHETHER SELLER OR ITS SUBCONTRACTORS HAD BEEN ADVISED OF SUCH POSSIBILITY.
(c) IN ALL SITUATIONS INVOLVING PERFORMANCE OR NONPERFORMANCE BY SELLER UNDER THIS AGREEMENT, BUYER'S SOLE AND EXCLUSIVE REMEDY IS (1) TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO SELLER, AND (2) TO RECEIVE A PRO RATA REFUND OF ANY PRE-PAID MAINTENANCE SERVICE CHARGES, LESS ANY SUMS DUE AND OWING SELLER.
5. TERMS AND CONDITIONS. The Buyer and Seller agree to the Seller Terms and Conditions Agreement which may be found at www.comresusa.com/terms/3.2.02/terms.php
6. LABOR RATES
Labor rates for Service Requests (except for work which is covered at no cost under this agreement or project bids) or Work Orders (Moves, Adds, or Changes) shall be billed as follows for the calendar year 2009:
Time & Materials Service Contract
Technician Level Work Order Labor Rate* Work Order Labor Rate *
Sr. PBX Technician $130.00/hour $110.00/hour
Phone Technician $115.00/hour $ 95.00/hour
* Prices do not include applicable taxes, travel time or gas surcharges. Seller maintains the right to increase its work order labor rate at the beginning of each calendar year.
7. TERMINATION
(a) If either party is in default of its obligations under this Agreement and such default continues for thirty (30) days after written notice is given by the party not in default, such non-defaulting party may (in addition to all other rights and remedies provided in this Agreement or by law) terminate this Agreement.
(b) Notwithstanding (a) above, if either party becomes insolvent, enters voluntary or involuntary bankruptcy, or takes any measures generally designed for the relief of debtors, then the other party may (in addition to all rights and remedies provided in this Agreement or by law) terminate this Agreement immediately without notice.
8. MAINTENANCE PROCEDURE CONTACTS
The following is a list of critical contacts for the Buyer to request service. It is the Buyer’s responsibility to provide the Seller with an updated list of Buyer’s key contacts including cell phone numbers, email addresses and a list of personnel authorized to request support.
CONTACT PHONE NUMBER EMAIL ADDRESS*
ComRes Service Dispatch 877-379-9600 service@comresusa.com
* Any emergency requests for service or repair should be followed up with a call to ensure it was received.
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