Phone System Terms and Conditions
Unless otherwise specified by prior written agreement of the parties, any orders entered into by Convertec Corporation,), shall be (a) a purchase of the equipment, components or services, and (b) for any software not otherwise licensed under the GNU General Public License (GPL), as described in Section 7, a non-exclusive right to use the software provided or incorporated solely in connection with the product or service with which it was delivered.  All purchases (or licenses) are subject to the following terms and conditions and by installing, allowing to be installed, and/or activating services you represent that you are of legal age to enter into this agreement and that you have read and understand fully the terms and conditions of this agreement:

1. Orders:   Orders are not binding until accepted by Convertec Corporation, in its sole discretion.  Except in the case of a breach, as provided in Section 8, once an order is accepted by Convertec Corporation, it may be changed or cancelled only with the written consent of the parties.
2. Payments:  All prices are F.O.B. Convertec Corporation’s facility, Coeur d’Alene, Idaho, payable 50% of the aggregate price before installation/delivery unless otherwise agreed in writing by an authorized Convertec Corporation representative.  Prices are exclusive of any freight, taxes (sales, use, personal property tax, etc.), duties or imposts, all of which are the responsibility of Buyer.  Buyer agrees to pay all amounts due upon receipt of invoice as provided above; plus a service charge of 1-1/2% per month (or portion thereof), or such lesser maximum allowable by law, on all balances not paid within 10 days of the due date.  Customer waives the right to process chargebacks on their credit card for Convertec Corporation purchases. Notwithstanding any partial payment by Buyer, title to goods shipped shall remain with Convertec Corporation until the entire price has been paid; and, if Buyer defaults in the payment of any charges hereunder when due, Convertec Corporation may remove and repossess any and all such goods delivered, in addition to any other legal remedies it may have.
3. Delivery:  All shipments shall be F.O.B. Convertec Corporation, Coeur d’Alene, Idaho, and Buyer shall bear the cost of delivery and handling.  Risk of loss shall transfer to Buyer upon delivery of goods to the carrier.  Convertec Corporation will make every reasonable effort to complete installation/delivery on or before the dates set forth in its written quotation or the face of this order, as applicable; however, Convertec Corporation shall not be liable for delay in performance or inability to perform occasioned by acts beyond its reasonable control, including acts of God, fire, flood, strike, war, embargo, government regulation or materials shortage.  If performance is delayed by such an event, Convertec Corporation shall notify Buyer, and time of performance shall be extended for the period of such contingency.
4. 14-Day Acceptance Period; No Warranty; Return Policy:
1. Pre-Test:  Before any Convertec Corporation products are boxed and shipped to customer sites, all products are provisioned, tested, and verified as “working” by Convertec Corporation.  
2. Acceptance Period:  During the 14-day period following transfer of title, or such other period specifically agreed in writing in advance by the parties (the “Acceptance Period”), Buyer shall inspect all products, including the performance of such products in their network environment, after which time all equipment, components and/or software, as applicable, are deemed accepted. All shipments shall be deemed accepted by Buyer, and Buyer waives the right of rejection, unless Convertec Corporation receives a written notice of rejection during the Acceptance Period.
   
3. Installation Support: During the Acceptance Period, Convertec Corporation will provide remote installation and configuration support to Buyer unless otherwise stated.  This support is limited to telephone and email support necessary to remotely get the system performing to specification at the customer’s location, including the identification, but not resolution, of changes required in the customer’s network or communications services. 
4. Buyer Participation:  Convertec Corporation will require participation from the Buyer to resolve any installation, configuration or performance issues during the Acceptance Period. To enable Convertec Corporation to correct persistent ‘bugs’ effectively, the customer must sufficiently communicate or be able to replicate the “bug” for Convertec Corporation.  No remedy or right of return will be granted to Buyer without such participation.
5. Return Policy:  If, during the Acceptance Period, Buyer has identified and communicated to Convertec Corporation an irresolvable performance issue with the products purchased from Convertec Corporation, and has worked in good faith with Convertec Corporation to resolve such issues, Buyer may notify Convertec Corporation in writing of an intent to return the products.  Notification must be received by Convertec Corporation during the Acceptance Period, and must be approved by an appropriate Convertec Corporation representative in writing.
6. Return Procedure: If all of the conditions in Section 4e (“Return Policy”) have been met,  Buyer will be issued an Return Material Authorization Number (RMA Number).   No return of goods will be accepted by Convertec Corporation without an RMA Number obtained from Convertec Corporation.  All returned goods must be shipped prepaid, clearly marked with an RMA number, and be accompanied by a complete description of the nature of the defect. To receive a refund, all items must be in “like new” condition and customer must ship back all materials including: boxes, wires, manuals, shipping materials, etc.  Items that are not returned in “like new” condition will not be refunded, and will be returned to the customer at the customer’s expense. All returns will be subject to a 30% “reconfiguration/restocking” fee.
7. No Warranty: Unless provided through a separately purchased maintenance, support or warranty agreement, no warranty is provided by Convertec Corporation after the Acceptance Period.  All other obligations of Convertec Corporation to maintain, service or provide warranty repair to the equipment, components or software shall terminate at the end of the Acceptance Period.
5. Manufacturer’s Warranties
1. Pass-Through Warranties: Convertec Corporation shall extend to Buyer, on a ‘pass through’ basis, any warranty provided by the manufacturer of the purchased equipment and components to the extent permissible.   Convertec Corporation may assist Buyer with such pass-through warranty service at Convertec Corporation’s sole discretion.  Convertec Corporation may require a security deposit, pre-payment or prior return of any products or components covered under such a pass-through warranty.  Convertec Corporation reserves the right to reject any returned products or components which it determines not to be covered under a pass-through warranty, beyond the warranty period, not purchased from Convertec Corporation or with damage resulting from misuse or other actions not covered under the manufacturer’s warranty.  Such products or components will be returned to the Buyer at the Buyer’s expense.   
   
2. Separately Purchased Limited Warranty:  Certain equipment provided by Convertec Corporation is not covered by a manufacturer’s warranty.   For this equipment, a separately purchased Warranty may be available.  For equipment covered under a separately purchased “Next-Business-Day Replacement” warranty, as specified in the original invoice (“Covered Equipment”), the following terms and conditions apply:
1. Convertec Corporation warrants to the original purchaser or, for products purchased from a Reseller, to the original end-user that the Covered Equipment will be free from defects in materials and workmanship from the date of shipment for 1 year from the date of shipment or invoice or, if longer, the period stated on your invoice.
2. During the warranty period, Convertec Corporation will, at its option: (1) provide replacement parts and instructions necessary to repair the product or (2) replace the product with a comparable product.  To receive any benefits under this warranty, Buyer must assist Convertec Corporation in diagnosing issues with the Covered Equipment and follow Convertec Corporation’s warranty processes.
3. If Convertec Corporation determines that a replacement part or product is needed, Convertec Corporation will ship the part and installation instructions to the Buyer within one business day of such determination.  If Buyer is located in the United States or Canada, Convertec Corporation will pay the costs of shipping these parts or products to you via overnight air. 
4. Customers outside the United States and Canada are responsible for paying all freight charges incurred in shipping, importing/exporting and receiving replacement products and parts and for arranging and paying for the shipment of any defective part(s) back to the Convertec Corporation. All international customers are responsible for all customs duties, VAT and other associated taxes and charges.
5. Purchasing additional products from Convertec Corporation does not extend your warranty period. 
6. If Convertec Corporation asks Buyer to return defective parts or products, Buyer must do so within 7 days after receipt of the replacement parts or products. Convertec Corporation will charge Buyer for replacement parts or products if Buyer fails to do so.
7. THIS LIMITED WARRANTY COVERS NORMAL USE.  CONVERTEC CORPORATION DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, VIRUSES, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF COVERED PRODUCTS WITH OTHER PRODUCTS.  ANY WARRANTY APPLICABLE TO THIRD-PARTY PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER.
3. Limitation of Obligations:  THE FOREGOING WARRANTY IS IN LIEU OF, AND BUYER WAIVES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, AND SETS FORTH THE EXCLUSIVE AND ENTIRE LIABILITY OF CONVERTEC CORPORATION WITH RESPECT TO ANY DEFECTIVE PRODUCT OR COMPONENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL CONVERTEC CORPORATION BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.  The maximum liability of Convertec Corporation for any and all claims of any kind, including negligence, for loss or damages arising out of this Agreement, shall in no case exceed the price allocable to the item of equipment, component or software which gives rise to the claim.
   
6. Support:  Following successful installation, Convertec Corporation support is only available to customers who purchase such support under separate annual software maintenance and support agreements.
7. Open Source Software:  Some software distributed by Convertec Corporation is licensed under the GNU General Public License (GPL) (“Open Source Software”).  The terms of this license can be found at http://www.gnu.org/licenses/gpl.html.
8. Intellectual Property: 
1. For the purpose of this Section (8), the term “Convertec Corporation Intellectual Property” shall mean all intellectual property (including software or programming) delivered hereunder, except for any Open Source software as described in section (7).  Any software distributed by Convertec Corporation which is licensed under the GNU General Public License (GPL) is specifically excluded from this definition.
2. All Convertec Corporation Intellectual Property is solely for use by Buyer or its customers as shipped, and may not be used as a replication master or otherwise copied without the expressed consent of Convertec Corporation.  Use of software delivered as a separate item shall be subject to a separate license agreement that Buyer shall be required to accept prior to delivery.  Buyer acknowledges that all Convertec Corporation Intellectual Property furnished by Convertec Corporation hereunder and the contents thereof are the proprietary property of Convertec Corporation, and Buyer has no right or interest therein except the nonexclusive right to use it in the product in which it was delivered or as otherwise provided in a written license agreement.  Buyer agrees not to directly or indirectly reproduce, decompile or provide or otherwise make available to any third party any Convertec Corporation Intellectual Property.  Buyer shall be liable for all damages, including loss of anticipatory profits, incurred by Convertec Corporation as a result of such unauthorized use, copy or replication. The rights granted hereunder or use of Convertec Corporation products does not convey any rights or ownership in Convertec Corporation patents, copyrights, trademarks, intellectual property or know-how.
9. Remedies for Breach:
1. By Convertec Corporation:  If Convertec Corporation shall be in material breach of this Agreement, Buyer may cancel the undelivered portion of purchase orders upon 30 days written notice unless Convertec Corporation cures such breach with such notice period.  Any money paid in advance by Buyer to Convertec Corporation for goods not shipped will be promptly reimbursed.  The foregoing shall be the exclusive remedy of Buyer for any Convertec Corporation breach of this Agreement.
2. By Buyer:  If Buyer shall be in material breach of this Agreement and fails to cure said breach within 30 days of written notice thereof from Convertec Corporation, Convertec Corporation shall thereupon have the right without further notice to (1) bill and declare due and payable the aggregate purchase price for all undelivered products under this Agreement, (2) defer shipment hereunder until such default, breach or repudiation is removed, and/or (3) cancel the undelivered portion of this Agreement in whole or in part, with Buyer remaining liable for damages.  Further, if Buyer fails to pay any amount hereunder as it becomes due or wrongfully rejects goods hereunder, in addition to any other remedies it may have in law or equity or hereunder, Convertec Corporation shall have the right to recover, in addition to the purchase price of such goods, all costs incurred by Convertec Corporation to collect the same.
3. Delayed Enforcement:  No delay or omission to exercise any right, power, or remedy upon a breach or default under this Agreement shall impair any such right, power, or remedy of the non-defaulting party or be construed as a waiver of any such breach or default.
   
10. Notices:  Any notice required or permitted to be sent under this Agreement shall be delivered by first class mail, return receipt requested, or via an international courier service (e.g. FedEx, DHL, UPS, etc.) to the addresses of the parties set forth in this order.  Notice so sent will be deemed effective three days following deposit in the mail, proper postage prepaid or one day following delivery to an international courier, prepaid for overnight delivery.
11. Entire Agreement:  This Agreement contains the entire agreement between Buyer and Convertec Corporation and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. No printed terms in any document of Buyer shall apply to the goods or services delivered under this Agreement nor shall they be binding on Convertec Corporation.  In the event that any provisions in this Agreement, for any reason, shall be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control.
12. Governing Law:  This Agreement and all orders hereunder shall be governed by and construed under the laws of the State of Idaho, USA and shall be subject to the exclusive jurisdiction of the courts in Kootenai County Idaho, USA.  In any action brought to enforce this agreement, the prevailing party shall be entitled to also recover the cost of enforcement, including attorney fees related thereto.
13. Mandatory Arbitration and No Jury Trial. Any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Coeur d' Alene, Idaho. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, IDAHO.

Convertec Corporation VoIP bandwidth/QoS addendum

Please read the terms and conditions of this Customer VoIP service Agreement ("Agreement") before purchasing VoIP services from Convertec Corporation, Inc. ("Convertec Corporation"). The terms and conditions of this Agreement will govern the relationship between you, the customer and Convertec Corporation. By installing equipment/having equipment installed, or utilizing hosted solutions you are agreeing to these Terms of Service.

Voice over IP services or VoIP, utilizes bandwidth within your local network in order to operate. When communicating between offices without relayed circuits such as T1 trunks, Frame Relay, or Asynchronous Transfer Mode (ATM)  you may not experience the appropriate call quality unless adequate bandwidth and/or quality of service (QoS) measures are implemented.

It is the responsibility of the customer to ensure that the data connections being used locally or to the internet for external use are such that they can adequately support the simultaneous use of data and VoIP services through an unregulated pipeline. Instituting QoS compliant hardware in your network can decrease and eliminate, in most cases, the issues that can be apparent with a lack of bandwidth or excessive bandwidth usage. Again, it is the responsibility of the customer to ensure that these measures are in place and are capable of supporting the level of services desired. Convertec recommends that a dedicated data connection such as a T1, DS1, or DSL be used in conjunction with VoIP for optimal results. Cable based connections are suitable, however due to the shared nature of these services there may be intermittent service issues during peak usage times.

Convertec Corporation will make a good faith effort to provide an estimate of necessary bandwidth and/or hardware necessary to achieve optimal results, however it remains the responsibility of the customer to ensure that these measures are in place and capable of meeting the data demands.