Description of Non-Coverage
The following items, areas, and conditions are not covered by the terms of this service agreement:
- Failure due to or caused by fire, as a result of utility Services, poor unconditioned or fluctuating electrical power, air-conditioning or humidity control, computer virus, or natural and environmental causes such as earthquake, tornado, floods, lightning, corrosion, acts of war or terrorism, quarantine restriction, strikes, freight embargoes, or other extreme weather.
- Failure caused by abuse, misuse, or negligence of the installed systems and/or components.
- Any actual, consequential or incidental damages incurred or suffered by the Client, directly or indirectly, or for economic loss, including, but not limited to inconvenience, common carrier delay or material damage, loss of profits, loss of business revenue, loss of time, loss of equipment use, or any other economic loss of any kind whatsoever.
- Failure or perceived failure if no mechanical or electrical failure was found or was due to the Client’s inability to properly operate the covered systems and components.
- Control system or other software programming changes to facilitate control functions not available at the commencement of the agreement.
- Failures or faults caused by structural, mechanical, electrical, plumbing systems or devices not installed by Diversified and not specifically covered under this agreement.
- Inability of the covered systems and components, due to the manufacturing design of a product, or products, or the integration of the system, to perform in a manner other than for what it was designed.
- Any condition that existed prior to the start date of this agreement that would have been obvious during a pre-inspection of the covered systems and components.
- Repairs prohibited by statute, governmental regulation, or applicable other law.
- Physical re-installation of covered systems and components from its original installed configuration.
- Back-up and restoration of data.
- Replacement parts that are not available or have been discontinued.
- Work performed outside of Diversified normal business hours.
- Equipment deemed “End of Service Life”, or “UN-REPAIRABLE” by either Diversified or the original equipment manufacturer.
- ISDN and/or IP networking problems related to video conferencing systems. Diversified is not responsible for trouble shooting local, long distance ISDN carrier problems, or IP networking problems. Should the requirement arise that necessitates Diversified involvement in diagnosing ISDN/IP network problems, Diversified will provide this service on a time and material basis as per standard Time & Materials labor rate listed in the attached Diversified Rate Card; see Exhibit D.
- Repair or replacement of Glass, or Plexiglas products, screen covers, fixtures, or equipment covers, along with consumables (i.e. lamps, batteries & filters).
Client Obligations during Agreement Term(s)
EQUIPMENT MAINTENANCE AND ALTERATION
- Diversified respectfully requests that no alterations of wiring interconnections of the covered systems and components be performed without supervision of Diversified Service personnel. The Client’s staff is respectfully requested to not alter, repair, or modify the covered systems and components except as expressly directed by Diversified Service personnel. Diversified will assist the Client in maintaining the operating integrity of the Client’s systems and equipment. The Client shall not add equipment, components, wiring, software, or other parts to the covered systems and components without written notification to and acceptance by Diversified.
- If Diversified finds the equipment covered under this Agreement to have been altered or serviced by any personnel other than designated Diversified staff, this Agreement will be voided from warranty coverage and support. No unused funds will be refunded and any unpaid balances will be due in full at the time of such termination.
ASSOCIATE
- In consideration of Diversified investment in training and organizational structure for the associates that will be provided as part of this Agreement, the Client agrees that they will make no offer of employment or subcontractor agreement to Diversified associates during the term of this Agreement and for one (1) year following termination of the Agreement.
Agreement Term(s) and Schedule
TRANSFER
- This agreement may not be transferred to any other party without the expressed written consent of Diversified.
COMMENCEMENT
- If the covered systems and components are not new, were not provided by Diversified, installed, or serviced by Diversified, Diversified reserves the right to inspect the equipment within sixty (60) days of the commencement of this agreement. Diversified will evaluate the equipment and determine if it is operating correctly and within the manufacturer’s standards. If Diversified determines that the equipment is not operating correctly, properly, or requires Service to bring the equipment to good operating condition, Diversified will forward an estimate to the Client regarding the cost of such service. This service is not covered by this agreement, if the Client declines to have Diversified perform the work required to bring the systems and components up to good operating condition within thirty (30) days of the date of the estimate, Diversified may, at its sole option, remove said system or component from the Service contract agreement.
- The agreement shall commence upon the date identified on the last page of this agreement. See Article VI. No work on the covered systems and components may be performed prior to commencement of the agreement.
EXPIRATION
- The agreement shall expire three hundred sixty-five (365) days after the date of commencement unless earlier terminated as set forth herein.
RENEWAL
- Diversified will provide, in writing, an option to Renew the Agreement within (60) days of current Agreement’s termination. The Client will have until the date designated for termination to decide whether or not to Renew and must notify Diversified in writing on or before the date of termination as to their intentions.
TERMINATION
- Following ninety (90) days from commencement of the agreement, the Client may terminate this agreement. The refund shall be prorated based upon the unused portion of time not yet performed calculated from the next quarters begin date following the notice of cancellation. Any parts and/or replacement programs included in this agreement are non-refundable and will be due and payable in the event of contract termination.
- To terminate this agreement, the Client must submit a notice of termination in writing. Diversified will determine the unused balance after all Diversified assumed costs have been reconciled and then issue a check for the refund amount. The Client is entitled to this breakdown upon request.
- Diversified may cancel this agreement at any time for non-payment or if the Client does not meet requested obligations causing continued non-performance of the agreement’s intended scope. The Client will receive no refund in the case of Diversified decision to terminate.
Contract Price and Payment
See Exhibit A *
- *Sales tax is not included in this contract price. If your company is tax exempt, please provide a valid tax-exempt certificate with this signed proposal. This proposal is only valid for thirty (30) days.
PAYMENT
- Payment is to be made in one (1) installment. The invoice will be presented after the signing of the Agreement and will be due and payable before any work is started under this Agreement. A monthly interest charge of 1.5% may be added to amounts past due, beyond 30 days. Please provide billing information if different than the address stated in the agreement.
