Support Services Policy

INTRODUCTION

Hypertec is pleased to provide customers with support services (“Service” or “Services”) as described in this Support Service Agreement (“Agreement”) for CIARA-branded products (“Product” or Products”) manufactured or sold by Hypertec and its affiliates. Customer’s quote, order form or other mutually-agreed upon form of invoice or order acknowledgment from Hypertec (as applicable, “Order Form”) will include the name of the Product and applicable Service and related options that Customer has purchased, if any. For additional assistance, please contact the Hypertec Support Center or your Hypertec sales representative.

SCOPE OF THE SERVICE OPTIONS

Hypertec provides the following Service options:

¹Availability may differ outside of the Canada and the United States and is limited to commercially reasonable efforts. Local country shipment cut-off times may impact the same day/next local business day delivery of Products or replacement parts.

CONTACTING HYPERTEC FOR SUPPORT

Customers can receive Services by contacting the Hypertec Support Center at https://support.hypertec.com/customer-support/ or toll free 1-855-597-4913 (North America) or +1 514-788-0673.

Customers must have the following information on hand when contacting Hypertec:

• Case number (if already obtained) and/or serial number, model and model numbers of affected Product;
• Current version of the operating system;
• Brand names and models of any peripheral devices being used with the affected Product.

To receive Services, Customer must confirm that it: (a) has full access to the hardware and/or software that is the basis of the problem; and (b) has completed a back-up of any software or data that may be impacted by the Product.

SERVICE OPTIONS – DETAILED DESCRIPTION

STANDARD SUPPORT:

RETURN TO DEPOT

Direct Telephone Access for Troubleshooting. Customer may contact the Hypertec Support Center for troubleshooting of Products 24 hours/day, 7 days/week, excluding statutory holidays.

Return to Depot. When deemed necessary by Hypertec, the Hypertec Support Center will issue the Customer a Return Merchandise Authorization (“RMA”) number in order to return the Product for repair or further troubleshooting.

OPTIONAL SUPPORT:

ADVANCE PARTS EXCHANGE

Direct Telephone Access for Troubleshooting. Customer may contact the Hypertec Support Center for troubleshooting of Products 24 hours/day, 7 days/week, excluding statutory holidays.

Parts Replacement. When deemed necessary by Hypertec, Hypertec will provide replacement parts for installation by Customer.   Replacement parts shall be shipped prior to the receipt by Hypertec of the replaced parts.  Customer must be able to accept shipment at the location of the Product to be serviced. Hypertec will not be held liable for delays due to the Customer’s failure or refusal to accept shipment of replacement parts. Customer is responsible for returning the replaced parts to Hypertec. Hypertec reserves the right to send Customer a whole Product unit for exchange in lieu of providing replacement parts. Product unit replacement may not be stocked by Hypertec and there may be extended lead times for arrival of a whole unit replacement, depending on Customer’s location and the type of Product being replaced.

ONSITE RESPONSE – 4 HOUR OR NEXT BUSINESS DAY

Direct Telephone Access for Troubleshooting. Customer may contact the Hypertec Support Center for troubleshooting of the Products 24 hours/day, 7 days/week, excluding statutory holidays.

On-Site Response. In the event that troubleshooting does not resolve the issue, subject to the Service option (4-hour or next business day) and warranty period purchased by the Customer, Hypertec will dispatch a technician and/or ship warranty replacement parts to the Customer’s designated location. If Hypertec installs the replacement parts, Hypertec will arrange for return of the replaced parts. If Customer installs the replacement parts, Customer is responsible for returning the replaced parts to Hypertec. Hypertec reserves the right to send Customer a whole Product unit for exchange in lieu of providing replacement parts. Product unit replacement may not be stocked by Hypertec and there may be extended lead times for arrival of a whole unit replacement, depending on Customer’s location and the type of Product being replaced.

EXCLUSIONS TO SERVICE OPTIONS:

The following exclusions apply to all Service options:

• Replacement of non-critical parts that do not impede ability to perform critical business functions, included, but are not limited to: bezels, mechanical chassis, frames, hard drive blanks, rail kits, cable management accessories, batteries etc.;
• Preventative maintenance;
• Installation, de-installation or relocation services;
• Operating systems and applications;
• Repairs necessitated by software related issues, or as a result of alteration, adjustment, or repair by anyone other than Hypertec;
• Support for Product damaged by misuse, accident, abuse (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions), modification, unsuitable physical or operating environment, improper maintenance by Customer (or Customer’s representatives), neglect by Customer or any third party, removal or alteration of equipment or parts identification labels, or failure caused by a product for which Hypertec is not responsible;
• Support for damage resulting from Force Majeure;
• Any activities or Services not expressly described in this Agreement;
• Hypertec IS NOT RESPONSIBLE FOR THE PERFORMANCE OR SUPPORT OF OTHER VENDORS’ PRODUCTS OR SERVICES.

CUSTOMER OBLIGATIONS

General. In connection with Services, at no charge to Hypertec, Customer shall: (i) provide Hypertec personnel and technicians with timely access to appropriate facilities, space, power, documentation, files, data, information, additional software (if needed); (ii) use skilled and authorized Customer personnel to assist and cooperate with Hypertec in the provision of the Services as reasonably requested by Hypertec; (iii) be responsible for physical and network security and all conditions in its business necessary for due performance of Services; (iv) allow Hypertec remote and onsite access to Products and Customer’s infrastructure environment, as required; and (v) where applicable, promptly notify Hypertec when Products fail and provide Hypertec with sufficient details of the failure such that the failure can be reproduced by Hypertec. Customer represents and warrants that it has obtained permission for Hypertec to access and use the Products, as well as the data, hardware and software contained therein, for the purpose of providing any Services.

Cancellation of Scheduled On-Site Service Call and Access. Customer will be charged for the cost of the on-site service call by a technician at the standard Hypertec rate in either of the following circumstances: (i) a scheduled on-site service call by a technician is cancelled by Customer with less than 24 hours’ notice to Hypertec; or (ii) technicians are denied access to Customer’s designated location for reasons beyond the technician’s control.

Parts Return. Customer is responsible for returning to Hypertec all replaced parts, regardless of their condition or method of delivery, within 30 days from the date of Service. In the event that the replaced parts are not returned within such period, Hypertec will invoice Customer for the cost of the replaced parts plus administration fees. If Hypertec installs the replacement parts, Hypertec will arrange for return of the replaced parts.

Data Backup; Removing Confidential Data. Customer will complete a backup of all existing data, software and programs on all affected systems prior to the delivery of any Service, including by remote troubleshooting. Customer will make regular backup copies of the data stored on all affected systems as a precaution against possible failures, alterations, or loss of data. In addition, Customer is responsible for removing any confidential, proprietary, or personal information or data and any removable media such as SIM cards, CDs, DVDs, or PC Cards regardless of whether an on-site technician is also providing assistance. Hypertec WILL HAVE NO LIABILITY FOR ANY CUSTOMER OR THIRD PARTY CONFIDENTIAL, PROPRIETARY OR PERSONAL INFORMATION; LOST OR CORRUPTED DATA, PROGRAMS OR SOFTWARE; DAMAGED OR LOST REMOVABLE MEDIA; DATA OR VOICE CHARGES INCURRED AS A RESULT OF FAILING TO REMOVE ALL SIM CARDS OR OTHER REMOVABLE MEDIA INSIDE PRODUCTS THAT ARE RETURNED TO HYPERTEC; THE LOSS OF USE OF A SYSTEM OR NETWORK; AND/OR FOR ANY ACTS OR OMISSIONS, INCLUDING NEGLIGENCE, BY HYPERTEC OR ITS SUBCONTRACTORS. Hypertec will not be responsible for the restoration or reinstallation of any programs or data. When returning Products or parts, Customer will only include the Products or parts that have been authorised for return by the Hypertec Support Center pursuant to RMA procedures. Customer agrees that under no circumstances is Hypertec responsible for any loss of software, programs, or data, even if technicians have attempted to assist Customer with their backup, recovery, or similar services. Any such assistance is beyond the scope of any Hypertec warranty and this Agreement. The assistance is provided at Hypertec’s sole discretion and without any guarantee or warranty of any kind.  Hypertec does not provide any guarantee or warranty of any kind with respect to any third party product that a technician may use in assisting Customer.

ADDITIONAL AGREEMENT CONDITIONS

Payment. Customer will prepay for Services to be provided under this Agreement.

Confidential, Proprietary or Personal Information or Data. Customer agrees that any information or data disclosed or sent to Hypertec, over the telephone, electronically or otherwise, does not contain any confidential, proprietary or personal information or data.  Customer is solely responsible for its data.

Assignment and Subcontracting. Services shall not be assigned or transferred without the prior written consent of Hypertec. Hypertec may use affiliates or other qualified subcontractors (“Service Providers”) to perform its obligations hereunder.

Suspension; Termination of Services. Hypertec reserves the right to suspend or terminate Services if Hypertec determines, in its sole discretion, that Services are being misused, being used by any user other than Customer, or being used in breach of this Agreement.

Limits to Scope and Changes to Service. Hypertec is not obligated to provide any Services that are not expressly described in this Agreement. In addition, in the course of providing any Services, Hypertec may in its sole discretion determine that the issue is beyond the scope of Services. Customer agrees that Hypertec may not be able to diagnose or solve a Customer’s particular problem. Hypertec may at any time, change or modify any of the terms and conditions set forth in this Agreement, including the Service options or warranty periods.

Service Warranty. Hypertec will perform Services in a diligent and commercially reasonable manner in accordance with generally accepted industry standards. Replacement part(s) may not be new but will be in good working order and at least functionally equivalent to the item replaced. Customer must notify Hypertec of any failure to so perform within 10 days after the date on which such failure first occurs. In such case, Hypertec will use commercially reasonable efforts to correct such failure within a reasonable period of time. If, after reasonable efforts, Hypertec is not able to correct such deficiencies for reasons for which Hypertec is responsible, Customer may terminate the affected Services for cause by providing written notice to Hypertec. The warranty term for Products commences upon shipment from Hypertec’s facility. Any Products repaired or serviced by Hypertec shall be warranted for the remainder of the original warranty period.

Warranty Limitations and Disclaimer. The Service Warranty above do not cover problems that arise from: (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Product is used or other causes beyond Hypertec’s control; (iii) installation, operation or use not in accordance with Hypertec’s instructions and the applicable documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than Hypertec personnel; or (vi) causes attributable to normal wear and tear. Hypertec has no obligation for: (1) software installed or used beyond the licensed use, or (2) Product whose original identification marks have been altered or removed. Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products or Services could lead to death, bodily injury, or physical or property damage (collectively, “High-Risk Activities”). Hypertec expressly disclaims any express or implied warranty of fitness for High-Risk Activities. OTHER THAN THE SERVICES WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPERTEC AND ITS AFFILIATES: (I) MAKE NO OTHER EXPRESS WARRANTIES; (II) DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AND (III) DISCLAIM ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.

Limitations of Liability and Remedies. IN NO EVENT WILL HYPERTEC, ITS AFFILIATES, SUBCONTRACTORS OR SERVICE PROVIDERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR ANY LOSS OF REVENUE, PROFIT; LOST OR CORRUPTED DATA OR SOFTWARE; LOSS OF USE OF A SYSTEM OR NETWORK; BUSINESS INTERRUPTION OR DOWNTIME COSTS; PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE; REMOVAL AND/OR REINSTALLATION COSTS; REPROCUREMENT COSTS; MANUFACTURING EXPENSES; OVERHEAD; INJURY TO REPUTATION OR LOSS OF CUSTOMERS, IN EACH CASE EVEN IF HYPERTEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S RECOVERY FROM HYPERTEC FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO HYPERTEC DURING THE PRIOR 12 MONTHS FOR SERVICES UNDER WHICH THE CLAIM FIRST AROSE IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, CIVIL LIABILITY, TORT, DELICT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE.  THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of its obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a party’s reasonable control including, without limitation, act of God, war, riot, civil commotion, terrorist acts, malicious damage, governmental or regulatory actions, accident, breakdown of plant or machinery, local or national emergency, explosions, fire, natural disasters, severe weather or other catastrophes, epidemics/pandemics, general import/export/customs process problems affecting supplies to Hypertec or to Customer, shortages in materials, failure of a utility service or transport network, embargo, strike, lock out or other industrial dispute (whether involving Hypertec’s workforce or any other party), or default of suppliers or subcontractors due to any of the preceding events.

Governing Law. Any disputes arising in connection with this Agreement will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any dispute shall be brought exclusively in the court of competent jurisdiction in the District of Montreal, Quebec.

Entire Agreement. The terms and conditions of this Agreement constitute the entire understanding between Hypertec and Customer relating to the provision of Services described herein and will supersede any previous communication, representation or agreement whether oral or written. Customer’s pre-printed, additional or different terms and conditions on any order or form will not apply. Customer’s acceptance of this Agreement is deemed to occur upon Customer’s purchase of Services.