GENERAL TERMS

Pricing for Professional Services are best-effort estimates only. Actual pricing will be finalized as part of a mutually-agreeable Statement of Work.

PAYMENT TERMS

Equipment Payment Terms

  • Clients shall pay a 100% down payment of the equipment amount upon signing of quote.
  • After which clients will provide payments for professional services that shall be made on a milestone basis.

Milestone Billing 

  • Payment milestone 1: Pre-staging - 25% of professional services amount upon completion of equipment configuration prior to delivery.
  • Payment milestone 2: Implementation - 65% of professional services amount upon completion of project execution and equipment delivery on-site.
  • Payment milestone 3:  Client sign-off - 10% of professional services amount upon project closeout.

QUOTES 

  • Quote valid for 30 days. Payment of invoices are due within 30 days from date of invoice unless other terms are issued. Late payments are subject to interest charges of the lesser of 1½% per month or the maximum amount allowed by law. All prices subject to change without notice. Supply subject to availability. This Quote is subject to ECLIPSE Network Solution’s Standard Terms and Conditions below. Prices exclude freight, handling or insurance (unless itemized in the quote). Any changes to the following Terms and Conditions must be accepted in writing by ECLIPSE Network Solutions, otherwise, CLIENT agrees to be bound by the following Terms and Conditions and pricing contained herein:

TAXES

  • Quoted prices exclude applicable taxes. Invoicing will include applicable taxes unless a valid tax exempt certificate is provided. If you are entitled to a tax exemption please provide your tax exemption certificate(s).

CREDIT/DEBT PAYMENTS

Credit Card Fee of 3% will be added to all credit/debit transactions.

LICENSES

  • All licenses are billed in full upon ordering.
  • Additional services can be added after initial installation with license purchase. New services enabled have a 30-day grace period to purchase a license or disable the functionality.
  • Hardware includes a 30-day Expedited Warranty coverage and a 1-year limited warranty of hardware.
  • Support of hardware included with valid active license.
  • A license lapse discontinues support and disables cloud functionality.

INVOICING

  • CLIENT is invoiced for hardware (“goods”) upon shipment from the manufacturer and shall accept and pay for partial shipments. Software is invoiced upon shipment of media or when download capability is provided. OEM services are billed per the OEM SOW. ECLIPSE Network Solutions services are billed per the ECLIPSE Network Solutions SOW.
  • Usage-Based Services Terms and Conditions. For Usage-Based Services purchased by CLIENT, ECLIPSE Network Solutions shall invoice CLIENT once a month. Notwithstanding the amounts included on the applicable purchase order, the invoice for Usage-Based Services will vary from month to month based upon CLIENT’s usage and CLIENT shall be obligated to pay all charges for the Usage-Based Services used by CLIENT in the previous month. If CLIENT is delinquent in its payment obligations for the Usage-Based Services, then, upon reasonable, prior notice, ECLIPSE Network Solutions reserves the right to suspend or discontinue such services at its sole discretion. CLIENT acknowledges and agrees that such discontinuation or suspension by ECLIPSE NETWORK SOLUTIONS will not constitute a breach of ECLIPSE NETWORK SOLUTIONS’S obligations to CLIENT. CLIENT agrees to indemnify and hold harmless ECLIPSE NETWORK SOLUTIONS for any resulting damages due to the suspension or discontinuation of the Usage-Based Services due to CLIENT’s delinquent or non-payment.
  • Enterprise Software, Licensing and Subscription Services (“Enterprise Agreement”). For Third-Party-provided, enterprise-based software licensing and services, ECLIPSE Network Solutions shall invoice CLIENT according to the terms of the Enterprise Agreement between CLIENT and the Third Party. If CLIENT is delinquent in its payment obligations hereunder, then, upon reasonable, prior notice, ECLIPSE Network Solutions reserves the right to suspend or discontinue such services at its sole discretion. CLIENT acknowledges and agrees that such discontinuation or suspension by ECLIPSE NETWORK SOLUTIONS will not constitute a breach of ECLIPSE NETWORK SOLUTIONS’S obligations to CLIENT. CLIENT agrees to indemnify and hold harmless ECLIPSE NETWORK SOLUTIONS for any resulting damages due to the suspension or discontinuation of the services due to CLIENT’s delinquent or non-payment.

Freight, Handling, Shipping

  • CLIENT will be billed for ECLIPSE Network Solutions’s and/or the manufacturer’s freight charges for shipment of goods.
  • Title/Risk of loss passes to CLIENT Freight on Board (FOB) origin unless otherwise agreed to in writing by ECLIPSE Network Solutions. Orders shipped from a manufacturer to ECLIPSE Network Solutions at CLIENT request for
    warehousing, configuration, storage or otherwise, shall be deemed to have been shipped to CLIENT.
  • ECLIPSE Network Solutions accepts no responsibility / liability in connection with the shipment.
  • Goods held in an ECLIPSE Network Solutions warehouse either a) at the CLIENT’s request or b) in the event CLIENT refuses to accept delivery, may be subject to warehousing fees. Client may be asked to execute an ECLIPSE Network Solutions “Warehousing Agreement”. CLIENT must provide primary insurance coverage for CLIENT equipment held in an ECLIPSE Network Solutions warehouse.
  • International delivery services include (i) Consolidated billing in USD for all international deliveries (ii) Consolidated contracting with one entity, namely ECLIPSE Network Solutions (iii) Single point of contact (iv) Freight forwarding including exportation permits, application of tariff headings, customs clearance (including import permits, licenses, certificates) (v) Asset Management, Tracking & Reporting.

Warranty and Limitation of Liability

  • Product is warranted by the Manufacturer, not by ECLIPSE Network Solutions. Please consult Manufacturer for warranty terms. IN NO EVENT SHALL ECLIPSE NETWORK SOLUTIONS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, ARISING IN CONTRACT, TORT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ECLIPSE NETWORK SOLUTIONS’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO ECLIPSE NETWORK SOLUTIONS BY CLIENT FOR PRODUCTS HEREUNDER.

Return Policy

  • CLIENTS return rights are subject to the return policies (& fees including restocking) of the applicable manufacturer
  • A ECLIPSE Network Solutions-issued Return Material Authorization (RMA) is required & needs to accompany returned items before any credit is issued to a CLIENT. ECLIPSE Network Solutions reserves the right to deny RMA
    requests in the event the Manufacturer will not provide for an authorized return. If integration of product is performed at an ECLIPSE Network Solutions facility, transfer of ownership occurs as of inception of integration regardless of shipment terms as manufacturers will not accept return of open product.
  • CLIENTS have 15 calendar days from original ship date to request a RMA (unless shorter period is required by manufacturer)
  • Items returned must be in original shipping cartons, unopened, unused, undamaged and unaltered failing which ECLIPSE Network Solutions is entitled to reject acceptance of items or charge further fees
  • The CLIENT is responsible for shipping fees to the destination highlighted in the RMA
  • Opened software cannot be returned

Cancellation Policy

  • CLIENT’s cancellation of purchase order rights are subject to the cancellation policies (& fees) of the applicable manufacturer

Leases

  • In the event ECLIPSE Network Solutions does not receive payment for leased goods purchased on the CLIENT’s behalf from the applicable third-party financing entity, CLIENT is obligated to pay ECLIPSE Network Solutions for
    all such goods as indicated in the applicable ECLIPSE Network Solutions invoice.

Software terms

  • Software is subject to the license terms that accompany it.
  • License terms are established between the CLIENT & owner of the software
  • Unless ECLIPSE Network Solutions is the owner or licensor, ECLIPSE Network Solutions makes no representations and/or warranties relating to its operation, ownership or use.
  • Delivery of software licenses are agreed to be accepted in electronic form from the third party software company. Otherwise, you agree to self-accrue any applicable sales tax at the rate in effect for the jurisdiction.

Term and Termination of Orders:

Usage-Based Services, Enterprise Agreements and Multi-Year Orders

  • The terms of use for Usage-Based Services (i.e. Cisco-provided WebEx or Software as a Service (Saas)) are established by the applicable third-party provider of such services either at the applicable third-party provider website or via the separate agreement between CLIENT and third-party provider.
  • The “Initial Term” of an order for Usage-Based Services and/or and Enterprise Agreement (“Order”) starts on the date the Usage-Based Services and/or Enterprise Agreement are available for use by CLIENT and lasts for the time period stated in the Order. After the Initial Term, unless prohibited by applicable law, there will be an automatic “Renewal Term” of the same length of time unless CLIENT notifies ECLIPSE Network Solutions in writing that CLIENT does not want to renew at least sixty (60) days before the end of the then current Initial Term or Renewal Term. If the fees will change for the Renewal Term, ECLIPSE Network Solutions will notify CLIENT reasonably in advance of the Renewal and in time for CLIENT to accept or reject renewing the Usage-Based Services and/or Enterprise Agreement. If CLIENT agrees with the fee changes, CLIENT may do nothing and the new fees will apply for the upcoming Renewal Term.
  • Either party may terminate an Order by providing the other party written notice of termination at least sixty (60) days before the end of such Initial or Renewal Term. The termination will be effective on the last day of the Initial or Renewal Term and CLIENT will pay for the Usage-Based Services and/or Enterprise Agreement until the end of the current Initial or Renewal Term regardless of when CLIENT provided notice. Notwithstanding the foregoing, Usage-Based Services and Enterprise Agreements ordered are strictly non-cancelable during the Initial Term or Renewal Term except as otherwise provided in the applicable Service Terms and/or otherwise agreed upon in writing by ECLIPSE Network Solutions. CLIENT will not be entitled to any refund for terminated Usage-Based Services or Enterprise Agreements during the Initial Term or Renewal Term except as agreed upon in writing by Provider and/or ECLIPSE Network Solutions

Multi-Year Agreements

  • For multi-year agreements, CLIENT expressly agrees to enter into a binding, non-cancelable agreement per the billing schedule set forth in the quote. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE CLIENT’S AGREEMENT AND PAYMENTS FOR A MULTI-YEAR TRANSACTION ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES FOR MULTI-YEAR AGREEMENTS, SUCH THAT ECLIPSE NETWORK SOLUTIONS WOULD NOT HAVE ENTERED INTO A MULTI-YEAR TRANSACTION WITHOUT SUCH AGREEMENT