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STANDARD TERMS AND CONDITIONS OF SALE



Boston Biztech Terms and Conditions:


1. DEFINITIONS

​ ​1.1 “Purchaser” means the BBT Customer named on this Agreement.

  ​ ​1.2  “Software” means any software program(s) made available to Purchaser pursuant to this Agreement, and any modification, enhancement or update provided to Purchaser to supplement, enhance or replace the Software. 

​ ​1.3 “Hardware” means any items of Hardware purchased by Purchaser as part of the Services.

​ ​1.4. “Services” means the services provided to Purchaser by BBT and described in the attached Services Agreement.


2. IMPLEMENTATION AND CONFIGURATION

Purchaser is responsible for all costs associated with any implementation and configuration of  any Software. In addition, Purchaser will provide all materials, personnel and other resources reasonably required for such implementation and configuration.


3. DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDY AND LIABILITY BY BBT WITH RESPECT TO SOFTWARE, HARDWARE  AND SERVICES.


PURCHASER AGREES THAT ITS SOLE REMEDY IN CASE OF ANY DEFECTS IN ANY HARDWARE OR SOFTWARE SHALL BE SUCH REMEDY AS IS AFFORDED BY THE HARDWARE OR SOFTWARE MANUFACTURER’S WARRANTY OF THE HARDWARE OR SOFTWARE, AS THE CASE MAY BE, OR SUCH OTHER REMEDY AGAINST THE HARDWARE OR SOFTWARE MANUFACTURER AS PURCHASER MAY HAVE UNDER ANY PROVISION OF CONTRACT OR LAW.  BBT ITSELF, ITS DISTRIBUTORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AGAINST INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE FOR USE, OR QUALITY, OF PRODUCTIVENESS OR OF CAPACITY, WITH RESPECT TO ANY SUCH HARDWARE OR SOFTWARE.  PURCHASER FURTHER AGREES THAT BBT SHALL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHERWISE, TO PURCHASER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER PURCHASER FOR ANY DAMAGES OR EXPENSES, WHETHER CONSEQUENTIAL OR INCIDENTAL, DIRECT OR INDIRECT, SPECIAL OR GENERAL, ARISING FROM LOSS OF PROFITS OR BUSINESS OR OTHERWISE, AND WHETHER CAUSED BY DEFECT, NEGLIGENCE, BREACH OF WARRANTY, DELAY IN DELIVERY OR OTHERWISE, EVEN IF BBT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EXPENSES.  NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW OUT OF BBT’S RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH SOFTWARE OR SERVICES OR HARDWARE. IN NO EVENT SHALL BBT’S LIABILITY TO PURCHASER FOR ANY REASON RELATED TO THE AGREEMENT, THE SOFTWARE, THE HARDWARE OR THE SERVICES EXCEED THE FEES ACTUALLY PAID BY PURCHASER FOR THE SERVICES PROVIDED TO PURCHASER BY BBT PURSUANT TO THIS AGREEMENT AND DESCRIBED IN THE ATTACHED SERVICES AGREEMENT.


4. TITLE, RISK OF LOSS, AND LICENSE

​ ​ ​4.1 Any Software made available to Purchaser hereunder is subject to the terms of any software license agreement(s) between the manufacturer of such Software and the Purchaser, and the Purchaser agrees to abide by and be bound to the terms and conditions imposed by any such software license agreement(s). As to such Software, the word “sell” or “sale” as used herein shall also mean “license” and “Purchaser” shall also mean “Licensee.”

​ ​4.2 The Services provided to Purchaser hereunder are subject to the additional terms and conditions set forth in the Services Agreement to which these terms are appended.  In the event of any conflict between the terms hereunder and the Services Agreement, the terms of such Services Agreement shall govern.


5. DEFAULT

If, prior to Purchaser’s payment of all amounts due to BBT hereunder, Purchaser: (a) fails to make any payment due to BBT within ten (10) days of its due date (“Unpaid Amount”); or (b) fails to remedy Purchaser’s nonperformance of its other obligations hereunder within thirty (30) days of receiving BBT’s written notice of said nonperformance; or (c) becomes insolvent; or (d) becomes a party to any bankruptcy or receivership proceedings, BBT may at its discretion:

​ ​A. Terminate the Agreement;

​ ​B. with or without demand or notice to Purchaser declare the Unpaid Amount immediately due and payable;

​ ​C. take all steps necessary to terminate Purchaser’s access to the Software; and

​ ​D. terminate all Services provided by BBT to Purchaser.


In the event BBT elects to declare the Unpaid Amounts due as provided above, Purchaser agrees to pay all costs, including reasonable attorney’s fees, incurred by BBT in collecting the Unpaid Amounts.


6.  TERMINATION BY PURCHASER

Purchaser may terminate the Agreement upon thirty (30) days written notice to BBT.  Should Purchaser terminate the Agreement, all amounts due to BBT under the Agreement become immediately due and payable, and BBT shall not be obligated to refund any fees paid to it by Purchaser pursuant to the Agreement.


7. PRICES AND TAXES

The prices to be paid by Purchaser to BBT for the Software, Services, and Hardware purchased pursuant to this Agreement are exclusive of sales, use and like taxes.  Any such taxes which BBT may be required to pay or collect shall be paid by Purchaser.  Such sums shall be due and payable to BBT upon invoice from BBT


8. DEFERMENTS, CHARGES AND CANCELLATIONS

All deposits are non-refundable and shall be forfeited in the event of cancellation.  In addition, any costs or expenses incurred by BBT prior to or resulting from deferment or cancellation will be charged to Purchaser and payable within ten (10) days of the date of the invoice.


9. CONFIDENTIALITY

Purchaser acknowledges that all material and information which has or will come into its possession or knowledge in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, of which disclosure to or use by third parties will be damaging.  Purchaser agrees to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to employees requiring such information, and not to release or disclose it to any other party.  Purchaser agrees not to release such information or materials to any employee who has not signed a written agreement expressly binding himself not to use or disclose it.


10. GENERAL

​ ​10.1   This Agreement, including all attachments thereto, constitutes the entire agreement between the parties regarding its subject matter and supersedes all previous communications, representations or agreements, either oral or written, with respect to the subject matter thereof, and no representations or statements of any kind made by any representative of BBT, which are not stated herein, shall be binding upon BBT  No addition to or modification of any provision in this Agreement shall be binding upon either party unless made in writing and signed by the Purchaser and a corporate officer of BBT.  No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any terms expressed in this Agreement.

​ ​10.2   If any provision of this Agreement is held to be invalid, illegal or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect.

​​10.3   No action, regardless of form arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of the last payment.

​ ​10.4   The laws of the Commonwealth of Massachusetts shall govern the validity, construction, and application of this Agreement, excluding its conflict of laws provisions.  Any and all legal actions must be transacted or brought in the courts in the Commonwealth of Massachusetts.  This Agreement is not valid or binding upon BBT until accepted by BBT.

​​10.5  This Agreement is not assignable without the written consent of BBT; any attempt to assign any rights, duties or obligations which arise under this Agreement without such consent shall be void.

​ ​10.6   BBT’s failure or delay to exercise any right under this Agreement will not act as a waiver of such right.