These Hardware Terms and Conditions form part of the Subscription Services Agreement (the "Agreement") under which Natterbox Limited ("Natterbox") provides its subscription-based cloud and network services.
Definitions
Capitalised words and phrases defined elsewhere in the Agreement and used but not defined in these Hardware Terms and Conditions shall have the same meanings in these Hardware Terms and Conditions as in the part of the Agreement in which they are defined.
In addition, "Client Premises" means any premises owned or controlled by the Client at which the parties expressly or impliedly agree the personnel of Natterbox shall install the Hardware and/or provide related Services; and
"Hardware" means any hardware products (which may include telephone handsets and conference telephones) that Natterbox supplies or agrees in writing to supply to the Client from time to time.
Hardware supply
Natterbox shall supply to the Client the Hardware specified in an Order; and Natterbox shall install that Hardware at the Client Premises specified in that Order.
Any date or dates for the supply and/or installation of the Hardware agreed by the parties shall not be of the essence of the Agreement.
Risk and title
Risk in Hardware shall pass from Natterbox to the Client upon the delivery of that Hardware by Natterbox to the Client Premises.
Legal and equitable title to Hardware items will pass from Natterbox to the Client upon the later delivery of that Hardware and receipt by Natterbox of all amounts due from the Client under the Agreement with respect to that Hardware.
Until title to Hardware has passed to the Client, the Client shall hold the Hardware as the fiduciary agent and bailee of Natterbox.
Until title to Hardware has passed to the Client, the Client must: (a) store the Hardware in a secure, safe, dry and clean environment separately from other products and goods; (b) ensure that the Hardware is easily identifiable as belonging to Natterbox; (c) ensure that no charge, lien or other encumbrance is created over the Hardware; and (d) deliver up the Hardware to Natterbox upon demand.
Natterbox shall be entitled without further notice to inspect and/or recover possession of any Hardware to which it retains title; and the Client grants to Natterbox and its employees and agents an irrevocable licence to enter at any time any premises where the Hardware is or may be situated for the purpose of inspecting or removing any Hardware the title to which has remained with Natterbox.
Natterbox may bring an action for the Charges and any other amounts due under the Agreement, notwithstanding that title to the Hardware has not passed to the Client.
Hardware prohibitions
During the Term, the Client must not (and must not permit any other person to) without the prior written consent of Natterbox: (a) uninstall the Hardware; (b) move the Hardware from the Client Premises at which it is installed; (c) do anything that is likely to damage or adversely affect the Hardware's performance; (d) remove or deface any identifying marks, words or signs on the Hardware; (e) interfere with the security of the Hardware or its configuration; (f) alter the Hardware; or (g) connect the Hardware to any equipment which is not compliant with all applicable laws.
Warranties
The only warranties given in relation to the Hardware are those warranties required by applicable law or given directly by the relevant manufacturer.
Details of manufacturer warranties are available on the relevant manufacturer's website or supplied by Natterbox to the Client alongside or before the supply of the relevant Hardware.
Hardware maintenance
Unless Natterbox has agreed in an Order to maintain Hardware, the Client must during the Term keep the Hardware in good repair and keep the firmware for the Hardware up to date.
If and only if Natterbox has agreed in an Order to maintain Hardware, the following provisions of this section 6 shall apply.
The Client shall allow Natterbox and its agents to inspect, test, modify, change, add to, replace or remove any such Hardware on reasonable notice.
Within a reasonable period following the public release of a relevant firmware patch, update or upgrade for the Hardware, Natterbox shall notify the Client of such release and of its proposed date(s) for the application of the patch. Unless the Client requests that Natterbox refrains from applying a firmware patch, Natterbox shall use reasonable endeavours to do so on the proposed date(s) or promptly thereafter.
If, as a consequence of any request, act or omission of the Client, a patch, update or upgrade that has been released is not applied to the Hardware, then Natterbox may decline to provide Support Services with respect to that Hardware.
Client Premises
The Client shall: (a) promptly provide to Natterbox such access to the Client Premises as is reasonably required by Natterbox for the provision of the Services; (b) maintain the Client Premises in good order for the supply of the Services and in accordance with all applicable laws, affording Natterbox personnel at the Client Premises reasonable and appropriate working conditions and facilities; (c) be responsible for ensuring the health and safety of Natterbox's personnel whilst they are at the Client Premises; and (d) maintain reasonable insurance cover for Natterbox's personnel whilst they are working at the Client Premises (including reasonable public liability insurance).
Visits to Client Premises shall normally be conducted during working hours on Business Days and scheduled at least two calendar weeks prior to the proposed visit.
For avoidance of doubt, personnel travel time to and from the Client Premises is billable at Natterbox's standard rates from time to time.
Hardware on termination
Upon termination or expiry of the Agreement, the Client shall, at Natterbox's option, promptly return to Natterbox using an insured carrier and at the Client's expense, or make available for collection by Natterbox from its premises (and shall store such Hardware safely and securely inside its premises pending collection), all Hardware in its possession in respect of which title has not passed to the Client pursuant to these Hardware Terms and Conditions.