STANDARD SUPPORT TERMS
SERVICE – Verge Network Solutions, Inc. hereafter referred to as “Verge”, agrees to provide service to Customer, for the; 1) Telecommunications System and related equipment located at the address listed herein, or 2) The equipment listed in the attached Schedule A; hereafter referred to as the “System”, according to the terms and conditions set forth herein. Unless specifically scheduled and listed herein, the System shall exclude all equipment and items designed to wear out with age and usage, including but not limited to; Headsets, Uninterruptible Power Supplies (
TERM – This agreement shall commence on the “agreement” date, and be effective for an initial term, as indicated herein.
RENEWAL – This agreement shall automatically renew from year to year thereafter for ten (10) years from the agreement date, unless cancelled by the Customer, in writing, at least sixty (60) days prior to the expiration of the annual term. When so renewed, the payment and any further charges pursuant hereto will be at Verge’s then current rate, however, Verge agrees it will not increase the rate greater than twelve percent (12%) per annum.
MAINTENANCE/SERVICE – Subject to the conditions hereof, Verge shall without additional charge to the Customer, furnish all necessary service, including parts, labor, and materials, to maintain the System covered hereby in good working condition and repair. Verge shall respond, within twenty-four (24) hours of receipt of notice from the Customer, requesting normal service, excluding weekends and holidays. Response to request for emergency service will be provided, within two (2) hours of receipt of Customer’s request by Verge, excluding weekends and holidays, in which case response shall be on a “best efforts basis” only, and for which a normal overtime charge will be billed with a four (4) hour minimum. For the purposes hereof, emergency service is defined as that necessitated by a major failure of the System to operate as required. Maintenance service will be rendered as provided above, except for causes which are beyond Verge’s reasonable control. The foregoing service and repair shall be limited to failure of the System as a result of normal wear and tear. It is specifically agreed that this agreement does not cover damages to, or failure of, the System resulting from causes, including, but not limited to misuse, negligence, accident, theft, or unexplained loss, abuse, connection to direct current, fire, flood, wind, Acts of God or the public enemy, or improper wiring, installation, repair or alteration by anyone other than Verge. Repairs necessitated by the above excepted causes shall by made by Verge, and the reasonable cost of labor and materials shall be paid to Verge, by the Customer. In performance of all of these services, the Customer hereby grants Verge full and unrestricted access to the premises on which the System is located. In the event the Customer allows someone other than Verge to make repairs, maintenance, installation, alterations, or modifications to the System, Verge, at its option, may terminate this agreement immediately, without notice, and shall not be responsible for refunding any unearned portion of the payment, and any remaining payments due under the agreement will become immediately due and payable.
PAYMENT – Customer agrees to make all payments, for the maintenance service and parts specified in this agreement, and any additional goods and services provided, plus applicable taxes, when due, and in accordance with the payment schedule, and the terms and conditions contained herein, to Verge, at their proper business address. Failure by the Customer to make any payments when due, shall constitute a material breach of this agreement and result in immediate cancellation, at Verge’s sole option, without notice, and shall relieve Verge of any and all liability, as of the date of cancellation.
ADDITIONS/CHANGES/MODIFICATIONS – Verge at its option, may provide additional equipment, or make changes or modifications to the System, at the Customer’s request. If new or additional equipment is added to the System subsequent to the date of this agreement, an additional charge will be computed to take into account the increased cost of servicing and maintaining the System, with the additional equipment. Any additional equipment, parts, materials or labor provided pursuant to this agreement, shall be subject to the terms and conditions of the agreement.
WARRANTY – Verge warrants to the Customer that all goods and services provided will be free from defects in workmanship and materials, in normal use and service, and that Verge shall repair or replace any item which is returned to it within ninety (90) days of the date provided, and found to be defective. The foregoing warranty is the exclusive warranty made or given by Verge, and is exclusive of all other warranties, written, oral, or implied, and no person is authorized to make, give, or imply any other additional warranty.
PERFORMANCE – IN THE EVENT OF MATERIAL BREACH OF THIS AGREEMENT, EITHER PARTY
ENTIRE AGREEMENT – The provisions of this agreement, when approved and accepted at the Verge home office, by an executive officer, constitute the entire agreement between the parties with regard to the subject matter hereof, and any alterations or modifications hereto, must be in writing, referring to this agreement, and be executed by an executive officer of Verge, and the Customer.
LIMITATION OF LIABILITY – In no event shall Verge be liable for special or consequential damages. Verge’s liability on any other claim for loss or liability arising out of, or connected with this service, and the items herein, or any obligation resulting there from, or the sale, delivery, resale, repair, or use of any apparatus, or items covered herein, including but not limited to loss or liability arising from breach hereof, shall in no case exceed the unit price of such items and apparatus involved in the claim, or the total amount of the annual payment under the agreement, whichever is less.
GENERAL – Any provisions or conditions which are in any way inconsistent with, or in addition to, the terms and conditions of this agreement, shall not be binding upon Verge and not be considered applicable to this agreement, unless included and specifically agreed to in writing herein. All negotiations, representations, warranties, promises, agreements or other matters relating hereto have been merged into this agreement and no additions to, or modifications of, any of the provisions upon the face or reverse hereof shall be binding, unless in writing and signed by an executive officer of Verge.