SOS STANDARD TERMS AND CONDITIONS
- SOS Tech Solutions (“SOS”) Agreements by nature, are true “Hardware as a Service” or “Software as a Service” offering. During the term of this agreement, the CUSTOMER does not retain any ownership of installed hardware or software.
- SOS agrees to provide, or cause to be provided, to CUSTOMER Maintenance Service during the Service Period specified on the contract to keep the Covered Component(s) in, or restore Covered Component(s) to, good working order.
- The SOS, then-current, Time and Material Rates shall apply to services which: (1) are beyond the scope of Maintenance Services, (2) are performed on equipment not covered hereunder, (3) represent remedial or repair services to Covered Components as a result of, for example, the following: damage caused by water, wind, lightning, accident, vandalism or burglary; neglect or misuse; alterations, deviations from manufacturer’s design; acts of non-SOS independent contractors or representatives; transportation or relocation of Covered Components; the failure of non-covered components if adversely affecting and connected to Covered Components, (4) relate to installation of any form of engineering change, enhancement model conversion or other requested non-covered service, (5) are due to operator error, (6) are necessary due to improper treatment of Covered Components.
- In the event of additional equipment needs outside the scope of the original solution, only equipment either purchased from or previously approved in writing by SOS shall be supported.
- Should Covered Component fail, SOS shall either fix said component or replace it with like equipment. Failure, meaning a malfunction or problem, of a Covered Component resulting in significant loss of business productivity.
- No modification or amendment of this Agreement will be binding on either party, unless in writing and signed by an authorized representative or officer of each party.
- CUSTOMER will notify SOS of any proposed relocation of a Covered Component to a new site at least thirty (30) days in advance of such relocation. Only SOS staff may physically move equipment covered in agreement unless prior authorization is given.
- In the event any sum of money owed by CUSTOMER under this Agreement is not paid when due and remains unpaid for ten (10) days after its due date, SOS may add a service charge equal to the lesser of 1-1/2% of the past due amount per month or the highest rate allowed by law.
- In the event any sum of money owed by CUSTOMER is not paid when due and remains unpaid for thirty (30) days or more, or if CUSTOMER defaults in the performance of any other obligation under this Agreement, SOS may terminate this Agreement by giving CUSTOMER ten (10) days written notice. Any billing disputes must be submitted to SOS within thirty (30) days from date of invoice.
- SOS may immediately terminate this Agreement by written notice to CUSTOMER, and CUSTOMER shall be in default hereunder, if CUSTOMER becomes insolvent, liquidates, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, voluntarily or otherwise. If any of the above occurs, CUSTOMER shall immediately notify SOS of such occurrence.
- Should CUSTOMER materially breach, or fail to perform under the terms of this Agreement, SOS retains the option to terminate this Agreement. However, due to the inability to accurately measure the damages incurred by such breach, both parties agree that CUSTOMER shall pay a sum equal to the remaining monthly installments due under the terms of this Agreement. This payment shall not be considered penalty for the breach, but as Liquidated Damages attempting to pay SOS the fees it would have received had the contract remained in effect for its full length and to recover a portion of the initial project implementation costs. Only in an occurrence of a material breach when full payment of remaining monthly installments has been made shall CUSTOMER obtain ownership of all components, hardware or intellectual property covered under this Agreement. SOS reserves the right to seek legal action both in equity and at law for enforcement of this provision, including but not limited to confiscation of all equipment and hardware.
- Agreements shall have the initial term of one (1) year. After such time, CUSTOMER AND SOS agree to extend the existing agreement by one (1) additional separately negotiated one (1) year term. The monthly fee of any such negotiated extension shall not exceed the monthly price of the original Agreement. Such extension shall be in writing and signed by both parties. CUSTOMER may also exercise a Technology Refresh, offering the latest technology and hardware, by entering into a new separately negotiated agreement with then current rates. For the duration of this Agreement or any subsequent renewal, CUSTOMER shall obtain absolutely no ownership interest in any equipment outlined in this Agreement.
- Early termination of Agreement
If for any reason the CUSTOMER chooses to terminate the Agreement before the initial (1) year or otherwise specified term, the termination fee payable to SOS is equal to 60% of the remaining value of the agreement. Each term shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current term.
- Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Hawaii.