Installation and Sales Terms and Conditions
1. Delivery and Installation
Smart IP shall complete all negotiations for the purchase for the Equipment, pre-test the Equipment and deliver and install the Equipment FOB the Customer’s premises at (the “Premises”). Smart IP shall use all reasonable efforts to complete the installation by the cutover date. The term “Cutover” shall mean the date on which the Equipment is installed and functioning so as to be providing the service for which the Equipment is intended.
Customer shall provide proper installation and operating conditions, including adequate equipment room, electrical power feed and any special equipment such as conduit and fire retardant cable or other equipment or labor necessitated by the Customer’s special needs and not set out in Schedule “A”.
Customer shall authorize Smart IP to act on its behalf in co-ordination the installation with the common carrier or utility: Smart IP agrees to co-operate and co-ordinate with common carrier or utility, as required.
2. Education and Training
Smart IP agrees to provide to Customer, at no additional charge to Customer, all necessary instruction for Customer’s personnel in the operation of the Equipment.
3. Title Retention
Customer and/or Lessor shall acquire title to the Equipment including all additions thereto once Customer has satisfied all obligations to Smart IP arising under this agreement, including payment in full for the Equipment. For clarity, the customer does not own equipment until paid in full.
4. Risk of Loss
Smart IP shall bear the risk of loss, or damage to the Equipment while it is in transit to the Customer’s premises. After delivery, all risk of loss and/or damage to the Equipment shall be borne by Customer and/or Lessor. Customer agrees to insure the equipment, at its own expense until Smart IP has received payment in full.
Smart IP shall be responsible for all acts of its employees and agents in connection with this installation and covenants and agrees to maintain appropriate liability insurance during the period covered by this Agreement.
5. Security Interest
Customer grants to Smart IP a security interest in the Equipment and any proceeds thereof to secure payment of purchase price and satisfaction of all obligations of Customer to Smart IP under the terms of the Agreement.
Until the purchase price has been received in full, Customer shall not: create or assume any security interest, lien or encumbrance upon the Equipment ranking in priority with the security interest granted to Smart IP, sell, lease or dispose of Equipment.
Smart IP warrants the Equipment against defective parts and workmanship for a period of one (1) year after the cutover date. Upon notification of defect. Smart IP shall have the opinion to repair or replace the defective part of the Equipment, free of charge. Smart IP warrants that it transfers and assigns to Customer all warranties of manufactures and suppliers of the Equipment; however, this assignment does not relieve Smart IP of any of its obligations hereunder. In addition, for a period of one (1) year after the cutover date, Smart IP shall perform, free of charge, all necessary maintenance to keep the Equipment in good working condition and repair, including the furnishing of all necessary labour and materials. Smart IP covenants and agrees to respond to any service call within the same time limitations as set forth in the Maintenance Agreement executed between the parties contemporaneously with the execution of this Agreement. This warranty shall not apply to equipment damaged or rendered unserviceable by negligence of non-Smart IP personnel, misuse, theft, vandalism, fire, water, or other peril, or moving, repair, relocation or alteration of the equipment not authorized by Smart IP.
Corrective software patches shall be provided and installed free of charge if covered under a contract, while any optional or non-required patches shall be charged at current labour rates.
7. Uncontrollable Circumstances
In the performance by Smart IP of any part of this Agreement is prevented, hindered, delayed or otherwise made impractical by reason of any flood, riot, fire, strike, explosion, war or any other cause beyond the control of Smart IP. Smart IP shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes. Upon the occurrence of any such events, Smart IP shall use its reasonable efforts to notify Customer of the nature and extent of any such conditions.
Smart IP will indemnify and hold harmless Customer from any loss, claim or damage to persons or property arising out of this Agreement or Customer’s possession or use of the system and the provision of Maintenance Services, which indemnity will survive the termination of the Agreement, where such loss, claim or damage was caused by the fault or negligence of Smart IP or by the fault or negligence of any of its employees, representatives or agents while on Customer premises. Smart IP covenants and agrees to maintain appropriate liability insurance during the period covered by this agreement.
9. Network Assessment
If you choose NOT to engage Smart IP to complete a network assessment (per SOW), then your signature on Page 1 is a confirmation that you will be responsible to set up your own network to meet the recommended manufacturer specifications to support a VoIP system, or Hosted Solution, on your network.
10. Third-party Services/Solutions
Smart IP holds no responsibility or guarantees for the use or provision of third party solutions such as but not limited to Hosted or Carrier services where Smart IP is serving as a sales Agent only of such third party companies and services.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Province of Ontario. Smart IP and Customer each represent that they have the power and authority to enter into this agreement and that this Agreement constitutes a valid and binding obligation of each party
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