Page Comparison

ART. 1 - SUBJECT OF THE CONTRACT 

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1. Technical Support, related to all technical issues; 

   Warning
   Note: in case of any critical issues with CLASSOUND incoming/ outgoing calls, please submit Tech support ticket or call the local support line (see the phone numbers in 17.8) to have it processed with higher priority.

   
   

2. Customer Care, related to the following issues:

   • Billing (delivery document dispute, invoice, dispute, credit note request, request tax break-down for invoice/quote (US/CA only) etc);
   • CLASSOUND (order status, DID cancellation, general questions, set or update CNAM (US/CA only) etc). 
   • HWaaS (general question, PBX change, spare parts inquiry etc);
   • PBX / Licenses (activate/ terminate PBX, WMS setup, licenses adjustments etc);
   • Orders (orders tracking, order items amendment etc);
   • Portal errors;
   • Promo related questions;
   • Company information changes (update contacts/ address, WMP access);
   • Feature request;
   • Note: some Customer Care operations can be extra charged, check the list in Customer Care FAQ

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ART. 21 - HWaaS AGREEMENT

WILDIX Unified Communications As A Service AGREEMENT

The use of SW and HW as a Service is a pillar of the future economy. End customers can enjoy a top-level experience in Unified Communications without owning assets while utilizing completely risk-free and always-updated business communications services.

Why are companies like yours are moving away from buying products to using products As A Service?

ROI and flexibility are factors, for sure, but everyone is missing the main point that is moving everything in this direction.

Theodore Levitt (1925-2006) was an American economist and a professor at Harvard Business School, and he is famous for this quote: 

“People don't want to buy a quarter-inch drill, they want a quarter-inch hole.”

Levitt said this in the ‘60s, and it took 50 years for us to really understand it. There is one obvious fact about this quote and one not-so-obvious consequence:

1. The customer is buying a hole 
2. The vendor is not selling a hole — for 50 years they kept selling a drill

With the service economy, what you are buying (the hole) is what the vendor is selling (the hole, not the drill). 

For the first time, you have a real alignment between yourself and your provider. Your interest in the communications system is that it allows you to increase revenue and/or decrease costs. Every month you can evaluate its effectiveness, so it becomes in our primary interest that you renew the service every month.  

 Why should you use WILDIX UCC Hardware as a Service?

That’s easy: 

• You can use it in an unlimited capacity at a fixed price
• You will get the newest equipment with no additional costs
• Wildix quality assurance covers broken products
• Wildix quality assurance covers you with a fire & theft policy
• You have no responsibilities other than to use the equipment in the right environment
• You can enjoy this cutting-edge technology in the most convenient way possible 

Join the Hardware as a Service program and focus only on your business results; we will be at your side to ensure you reach them.

WILDIX HARDWARE AS A SERVICE AGREEMENT

THIS HARDWARE AS A SERVICE AGREEMENT (this "Agreement") dated on ________ day of ________________, ________

BETWEEN:  

IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Lessor leases the Equipment to the Lessee, and the Lessee leases the Equipment from the Lessor on the following terms: 

List of Annexes 

21.1 Annex A includes the list of devices covered by this HWaaS agreement. It includes the product’s model, description, and serial number. 

Definitions

21.2 The following definitions are used but not otherwise defined in this Agreement: 

• "Equipment" means Wildix Telecommunication devices which are listed in Annex A.

Lease

21.3 The Lessor agrees to lease the Equipment to the Lessee, and the Lessee agrees to lease the Equipment from the Lessor in accordance with the terms set out in this Agreement. 

21.4 The ownership of the equipment is not transferred to the Lessee under any circumstance. The owner of the equipment is and will be Wildix EE OU — registered in Tallinn Estonia when the Lessee office is based in Europe and Wildix Limited — registered in Coventry, West Midlands when the Lessee office is based in the United Kingdom. 

Term

21.5 The Agreement commences on _______________________ and will continue indefinitely on a month-to-month / year-to-year basis or on the basis of a 5-year agreement (the "Term").

21.6 The quantity and kind of equipment can be changed at any time upon request of the Lessee. Quantity can not be reduced for 6 months within the delivery to the Lessee. Equipment can not be exchanged with a different model for 6 months within the delivery to the Lessee. 

Price of the service

21.7 The recurring fee, exclusive of sales tax or VAT, will be paid in installments each month/year, in advance, beginning on (start date)_________________ and will be paid on the 1st day of each succeeding month / on the (day and month) ________ of each succeeding year throughout the Term (the "recurrent fee").  The invoicing for the new product will start 14 days after the order (the period of time calculated for receiving the new product and deploy it).  

Delivery of Equipment

21.8 The Lessor will, at the Lessor's own expense and risk, deliver/pick up the Equipment to the Lessee at (Lessee address or addresses) __________________________________________________.

Use of Equipment

21.9 The Lessee will use the Equipment in a good and careful manner and will comply with all of the manufacturer's requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.

21.10 The Lessee will use the Equipment for the purpose for which it was designed and not for any other purpose.

21.11 Unless the Lessee obtains the prior written consent of the Lessor, the Lessee will not alter, modify or attach anything to the Equipment unless the alteration, modification, or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.

Repair and Maintenance of Equipment

21.12 The Lessor will propose an Equipment replacement any time there is a new model with significant improvements for the Lessee and at no cost for the Lessee. 

21.13 The Lessee will keep the Equipment in good repair, appearance, and condition, normal and reasonable wear and tear excepted.

21.14 The Lessee can ask the Equipment to be replaced with new ones at any time if the wear status makes its appearance not good enough for the intended use.  

Warranties

21.15 The Equipment will be in good working order and good condition upon delivery.

21.16 The Equipment is of merchantable quality and is fit for the purpose of VoIP PBX and Unified Communication & Collaboration.

Loss and Damage

21.17 The products will be replaced in any situation for free, including product defects, accidental damages, volutaterly damages inflicted by the operating personnel, and fire events,  so long as it’s possible to identify the product and the label with the serial number. In case of theft, fire, or other events that make it impossible to read the original Equipment label information, the same is replaced by the report to the police authority that includes the events that occurred in the destruction or theft of the equipment and the serial numbers. The new product will be shipped within one working day, the defective product will be picked up by the Lessor, transport expenses will be invoiced to the Lessee at cost. 

21.18 The Lessee is NOT responsible for: 

• Any damage to the Equipment, including that which is inflicted voluntarily or through negligence by operating personnel. 
• Loss of the Equipment as a consequence of theft or fire, resulting in a complete loss of the Equipment and its label. (To get a replacement product, a copy of the report including product model and serial number filed to the police must be provided.)  

21.19 The Lessee is responsible for: 

• The complete loss of the Equipment that is not the consequence of fire or theft.
• Damage to the products caused by use in an environment they are not designed for. For example, the use of W-AIR Basic and W-AIR Office handsets is different from the use of the W-AIR LifeSaver in production environments with regard to the risk of water spills, dust, and falls. 

Ownership, Right to Lease and Quiet Enjoyment

21.20 The Equipment is the property of Wildix and will remain the property of Wildix.

21.21 The Lessee will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner.

21.22 The Lessor warrants to have the right to lease the Equipment according to the terms in this Agreement.

21.23 The Lessor warrants that as long as no Event of Default has occurred, the Lessor will not disturb the Lessee's quiet and peaceful possession of the Equipment or the Lessee's unrestricted use of the Equipment for the purpose for which the Equipment was designed.

Surrender

21.24 At the end of the Term or upon earlier termination of this Agreement, the Lessee will make the Equipment available for pick up at the address as indicated at “Delivery of Equipment”. If the Lessee fails to make the Equipment available for pick up, the Lessee will pay to the Lessor any unpaid service fee for the Term plus the Casualty Value of the Equipment plus 10% of the Casualty Value, at which point ownership of the Equipment will pass to the Lessee.

Insurance

21.25 The insurance coverage is provided by the Lessor. The only event that is not covered is the complete loss of the Equipment.
If the Lessee has other insurance coverages that cover the same equipment, the Lessee insurance will be used prior to the Lessor insurance. 

Indemnity

21.26 The Lessee will indemnify and hold harmless the Lessor against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorney's fees and costs, arising out of or related to the Lessee's use of the Equipment.

Default

21.27 The occurrence of any one or more of the following events will constitute an event of default ("Event of Default") under this Agreement: 

• The Lessee fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Lessee's obligations under this Agreement.
• The Lessee becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy law of the United States or another competent jurisdiction.
• A writ of attachment or execution is levied on the Equipment and is not released or satisfied within 10 days.

Remedies

21.28 On the occurrence of an Event of Default, the Lessor will be entitled to pursue any one or more of the following remedies (the "Remedies"): 

• Take possession of the Equipment, without demand or notice, wherever the same may be located, without any court order or other process of law. The Lessee waives any and all damage occasioned by such taking of possession.
• Terminate this Agreement immediately upon written notice to the Lessee.
• Pursue any other remedy available in law or equity.

Entire Agreement

21.29 This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement.

Address for Notice

21.30 Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to the parties registered addresses. 

Interest

21.31 Interest payable on any overdue amounts under this Agreement will be at a rate of 10.00 percent per annum or at the maximum rate allowed under applicable legislation, whichever is lower.

Interpretation

21.32 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

21.33 It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of (Country of the Lessee)____________________________, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

21.34 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision.

General Terms

21.35 Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.

Notice to Lessee

21.36 NOTICE TO THE LESSEE: This is a lease. You are not buying the Equipment. Do not sign this Agreement before you read it. You are entitled to a completed copy of this Agreement when you sign it.

  IN WITNESS WHEREOF WILDIX PARTNER and CUSTOMER have affixed their signatures by a duly authorized officer under seal on this ________ day of ________________, ________  

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