VoDaVi's Standard
Payment Terms and Conditions

Product Payment Terms

100% of product payment is due upon receipt of product.

Project Services Payment

25% of Project payment is due upon signing of this contract, 50% is due at project mid completion stage, and the reaming 25% is due at project completion, approval and sign-off.

VoDaVi Terms and Conditions Agreement

This Terms and Conditions Agreement (the “Agreement”) is entered into by and between VoDaVi Technologies, LLC a Limited Liability Company having its principal offices at 212 S. Meadow Rd, Plymouth, Massachusetts (“VoDaVi”) and the undersigned customer (the “Customer”).

1. The content of this Agreement and any related statement of work, scope of work, managed services agreement, outsourcing agreement or other quotation or proposal (each, a “Work Order”) is confidential, and is provided for the exclusive use of those to whom it has been submitted. Neither this Agreement nor the Work Order is to be disclosed to any person or organization that does not need to be directly involved with the assessment and review of the Work Order and this Agreement, unless required by law or authorized in writing by VoDaVi.

2. Customer agrees that neither it nor any of its affiliates will solicit, make any offer to, or contract with any VoDaVi employee for the performance of services unless at least one (1) year has elapsed after the termination of this Agreement and any Master Services Agreement (as defined below).

3. The pricing information, estimates, and all other proposed solutions included in this Agreement or the Work Order are based on VoDaVi’s understanding and assumptions of the requirements and environment represented in the corresponding Work Order, and on VoDaVi being awarded the entire scope of the work being requested (collectively, the “Conditions”). In the event any of the Conditions are not accurate or if any Condition changes or is altered during the term of this Agreement, VoDaVi shall have the right to terminate this Agreement and any related Work Order immediately upon notice to Customer.

4. VODAVI WARRANTS THAT ITS SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER, USING REASONABLE SKILL AND CARE CONFORMING TO GENERALLY ACCEPTED INDUSTRY STANDARDS AND IN COMPLIANCE WITH APPLICABLE LAW.

Customer understands that VoDaVi shall bear no responsibility for the performance, repair or warranty of any third-party software or hardware products that may be included in or referred to in the Work Order, and Customer shall look solely to such third party for all remedies and support with regard to such products or services.

THIS PARAGRAPH 4 SETS FORTH THE ONLY WARRANTIES PROVIDED BY VODAVI HEREUNDER. VODAVI DOES NOT WARRANT THAT ANY OF THE SERVICES, DELIVERABLE(S), WORK PRODUCT, CONTENT OR INFORMATION PROVIDED BY VODAVI WILL MEET CUSTOMER’S PARTICULAR PURPOSE OR REQUIREMENTS, NOR THAT THE OPERATION OF ANY SUCH MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR-FREE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF, CUSTOMER AND DO NOT EXTEND TO ANY THIRD PARTY. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR OTHERWISE. VODAVI ASSUMES NO RESPONSIBILITY FOR AND CUSTOMER FULLY RELEASES VODAVI FROM CLAIMS FOR APPLICATION FAILURES, DATA LOSS, OR OTHER HARM, INJURY OR DAMAGE SUFFERED AS A RESULT OF SOFTWARE BUGS OR INCOMPATIBILITIES, SPYWARE, HACKING, OR ANY OTHER UNAUTHIRIZED SYSTEM ACCESS, SABOTAGE, OR INFORMATION THEFT.

5. IN NO EVENT SHALL VODAVI BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PERFORMANCE OR BREACH THEREOF OR ANY WARRANTY CLAIM, EVEN IF VODAVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VODAVI'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE LESSER OF THE TOTAL OF THE AMOUNTS PAID TO VODAVI HEREUNDER BY CUSTOMER OVER THE THREE (3) MONTHS
IMMEDIATELY PRIOR TO ANY SUCH CLAIM OR $10,000. IN NO EVENT SHALL VODAVI BE LIABLE TO CUSTOMER FOR (A) ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF VODAVI IN THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT, SPECIFICALLY INCLUDING THE FAILURE OF ANY ANTI-VIRUS SOFTWARE, ONLINE BACKUP SERVICE, BACKUP SOFTWARE, FIREWALLS OR OTHER SECURITY-RELATED SOFTWARE, HARDWARE OR SERVICES OR ANY FAILURE DUE TO ANY TIME OR DATE RELATED CAUSE OR, (B) ANY LOSS OF, OR DAMAGE TO, ANY OF CUSTOMERS’ RECORDS OR DATA OR, (C) FAILURE OF AIR-CONDITIONING, HUMIDITY CONTROL, AND ELECTRICAL POWER OR, (D) ACTS OF GOD, FIRE, FLOOD, EARTHQUAKE, LIGHTNING STRIKES, RIOTS, WAR OR OTHER SUCH CAUSES.

6. Pricing is valid for a period of thirty (30) calendar days from the date of submission. All pricing is shown in US dollars and does not include applicable taxes or certain other charges such as VAT, travel duty or freight charges.

7. VoDaVi may terminate this Agreement (a) if Customer fails to promptly pay in full to VoDaVi any amounts, charges or taxes required to be paid under this or any other agreement with VoDaVi; (b) in accordance with Paragraph 3 above; (c) if Customer is in default of any provision of this Agreement and such default is not cured within ten (10) days after VoDaVi gives Customer written notice thereof; or (d) at any time upon thirty (30) days prior written notice. Paragraphs 1, 2, 4, 5, 8 and 9 shall expressly survive the termination of this Agreement.

8. Termination Charges. If any Work Order is terminated early for any reason other than by VoDaVi in accordance with paragraph 7(d) above, a termination charge shall be due from Customer to VoDaVi on the termination date. The termination charge for each Service is as set forth on the applicable Work Order. Customer agrees that the damages that would be sustained by VoDaVi from Customer’s early termination or default of a Work Order or this Agreement cannot readily be determined and that the termination charge constitutes “liquidated damages” and not a penalty. Customer waives any claim that such termination charge constitutes a penalty.