Terms of Conditions

These terms and conditions (“Agreement”) shall govern each VISION Technologies Limited has Internet Access Service Order Form (“Order Form”) executed by Customer and are hereby incorporated into each Order Form.

SERVICES

VISION Technologies Limited, hereby agrees to provide to the customer indicated on the Order Form (“Customer”) the services described on each Order Form (“Services”). Customer agrees to abide by the terms and conditions of this Agreement and to pay the fees, taxes, and surcharges set forth in or applicable to each Order Form (collectively referred to as the “Service Fee”).

EQUIPMENT AND FACILITIES

Customer acknowledges and agrees that use of the Services may require certain equipment to be provided or purchased by Customer as specified in each Order Form (“Customer Equipment”). In addition, VISION Technologies Limited may install certain equipment in order to provide Services to Customer.
Customer acknowledges that in order to provide the Services, VISION may need to install certain facilities, including but not limited to cable, wiring, conduit, racks, telecommunications equipment, electronic equipment, and any associated hardware (“VISION Facilities”) at each premises identified on each Order Form (the “Premises”) and will need access from time to time to the Premises for installation, repair and/or maintenance purposes. Customer will cooperate with, or assist VISION Technologies Limited, in obtaining the right to install the VISION Facilities in the Premises not controlled by Customer, and hereby grants VISION unfettered access to the Premises controlled by Customer as reasonably requested by VISION from time to time. If the property on which the Premises is located is owned by a third party to this Agreement, this Agreement shall be expressly contingent upon VISION’s ability to secure a right of entry onto the said property. In the event Customer owns the property on which the Premises are located, Customer shall execute and attach hereto the “Right of Entry” rider.
Customer shall refrain from causing any damage to the VISION Facilities. Customer will promptly notify VISION of (i) any damage to VISION Facilities located at the Premises, and (ii) of any circumstance that poses a threat to the VISION Facilities installed at the Premises. Customer will not relocate, repair, or otherwise, disturb the VISION Facilities without VISION’s prior written consent.

INSTALLATION

VISION Technologies Limited will use its best efforts to complete the installation of the VISION Facilities by the Estimated Installation Date set forth on each Order Form. Upon completion of installation and testing to ensure compliance with VISION’s specifications, VISION will notify Customer that installation is complete and will commence provision of the Services. The date the Services commence shall hereinafter be referred to as the “Service Commencement Date.”

TERM

The initial term (“Initial Term”) of this Agreement shall be in effect commencing on the Effective Date indicated on the Order Form and shall continue until the end of the Service Term as defined on the Order Form. After the expiration of the Initial Term, this Agreement shall automatically renew on a 12-month basis (“Renewal Term”) unless written notice is given by either party no sooner than ninety (90) days and at least thirty (30) days prior to the expiration of the Initial Term.

PAYMENT

Customer agrees to pay the Service Fee set forth in each Order Form. The Service Fee will accrue beginning on the Service Commencement Date and will be billed monthly in advance and is due no more than five (5) days after receipt of invoice. The Installation Fee (and any related taxes and surcharges) will be billed on the first invoice as a nonrecurring fee. Payments shall be made by check payable to VISION or by electronic transfer as mutually agreed.
Interest will accrue on past-due balances at the lower of: (i) one and a half percent (1.5%) per month, or (ii) the highest rate permitted by applicable law. If Services are disconnected as a result of nonpayment of fees and subsequently reconnected, Customer will be required to pay a reconnection fee in addition to applicable interest.
Taxes and surcharges imposed by third parties may change from time to time. VISION shall notify Customer in writing of any such changes.

TAXES

Taxes and surcharges imposed by third parties may change from time to time. VISION shall notify Customer in writing of any such changes.

WARRANTY AND LIMITATIONS

VISION Technologies Limited warrants that the Services will meet the Specifications set forth on the Order Form, including the Exhibits. In the event of any failure of the Services to meet the Specifications, VISION will provide support and maintenance to Customer in accordance with the SLA. Each SLA will be effective on the first day of the month following installation.
EXCEPT AS SET FORTH IN SECTION 9.c., THE CREDIT CALCULATIONS SET FORTH IN THE SLA SHALL BE CUSTOMER’S SOLE REMEDY IN THE EVENT OF ANY FAILURE OF THE SERVICES TO MEET THE SPECIFICATIONS. THE TOTAL AMOUNT OF CREDIT THAT WILL BE EXTENDED TO CUSTOMER AS A RESULT OF VISION TECHNOLOGIES LIMITED’S FAILURE TO MEET THE SPECIFICATIONS SET FORTH IN THE SLA SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF ONE MONTH’S RECURRING CHARGES IN ANY SINGLE MONTHLY BILLING PERIOD, AND SHALL BE LIMITED TO A TOTAL OF THREE (3) MONTHS RECURRING CHARGES IN ANY CONTINUOUS TWELVE (12) MONTH PERIOD.
EXCEPT AS SET FORTH IN SECTION 7.a., VISION MAKES NO WARRANTIES TO CUSTOMER WITH RESPECT TO THE SERVICES, EXPRESSED OR IMPLIED. VISION HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
In the event Customer is delinquent on any invoices, any credits due to Customer for VISION’s failure to meet the specifications set forth in any SLA shall be deducted from the said delinquent amount due to VISION Technologies Limited. In no way does the application of these credits waive Customer’s obligation to pay any remaining balances, or any future amounts pursuant to the terms of this Agreement.

LIMITATION OF LIABILITY

VISION Technologies Limited shall have no liability whatsoever for any damage, loss, or destruction (foreseeable or otherwise) to the Customer Equipment unless such damage, loss or destruction is due to gross negligence or willful misconduct by Accretive.
IN NO EVENT SHALL EITHER PARTY OR ANY OF VISION Technologies Limited’S SUPPLIERS (INCLUDING CUSTOMER’S LANDLORD) BE LIABLE FOR ANY LOST DATA, LOSS OF REVENUE, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR TORT) ARISING OUT OF THIS AGREEMENT, OR THE SERVICES AND PRODUCTS PROVIDED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS PAYABLE HEREUNDER BY CUSTOMER ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERMINATION

If either party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give written a notice to the defaulting party that if the default is not cured within thirty (30) days the Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured during the thirty (30) day period, then the Agreement shall automatically terminate at the end of that period. In the event VISION Technologies Limited terminates this Agreement as a result of any uncured default by Customer, Customer shall pay as liquidated damages the sum of all remaining monthly Service Fees (as well as any past due balances) due under the balance of the Agreement.
This Agreement shall terminate, without notice, (i) upon the institution by or against either party to insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such party’s debts, (ii) upon either party’s making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution or ceasing to do business, unless due to an assignment as set forth in Sn 15.
In the event Customer has qualified for credits in excess of a total of three (3) months recurring charges in any continuous twelve (12) month period, Customer may terminate this Agreement with no additional options.
If a customer has elected a minimum term for the services then cancels their services or any portion thereof after activation and prior to the expiration of such minimum term, customer shall be obligated to pay VISION Technologies Limited a termination charge equal to 100% of the total monthly recurring charges (other than variable use charges) multiplied by the remaining months of the term.

RESTRICTIONS OF USE

Customer agrees that Customer shall not sell the Services to others or charge others any fees for using the Services without the express written permission and authorization of VISION Technologies Limited, and that Customer (and its employees, agents or others with access to Customer to the Services) will abide by VISION’s Acceptable Use Policy (“AUP”) which is available at www.visiontecnologieslimited.com customer understands that this policy may be revised from time to time, without notice, in order to keep pace with changing technology and terminology. Customer’s violation of VISION Technologies Limited’s AUP shall constitute a “material provision” as stated in Section 9 of this Agreement.

INDEMNIFICATION

VISION Technologies Limited and Customer agree to indemnify and hold harmless the other, their respective officers, agents, employees, contractors, subcontractors, suppliers, invitees and representatives from and against any and all third party claims of loss, damages, liability, costs and expenses (including reasonable attorney’s fees and expenses) arising, directly or indirectly, in whole or in part, out of their performance or failure to perform under this Agreement. In addition, Customer specifically indemnifies VISION Technologies Limited from any and all third party claims of damage’s liability, costs, and expenses (including reasonable attorney’s fees and expenses) arising from any violation of VISION’s Acceptable Use Policy, regardless of whether done with intent or knowledge.

FORCE MAJEURE

Customer acknowledges that VISIONs ability to provide the Services may be impeded by events or actions outside of VISION’s reasonable control, including, without limitation, acts of God, floods, fires, hurricanes, earthquakes, acts of war, labor actions, failure of third party suppliers, changes in applicable laws and regulations, or any similar action or event (“Force Majeure”). VISION Technologies Limited shall not be responsible to Customer for any failure to provide the Services due to a Force Majeure. Customer shall not be liable for payment of the Service Fee during any Force Majeure period during which VISION is unable to provide Services.

NOTICE

All notices provided for by this Agreement shall be made in writing by delivering personally or by mailing of such notice to the parties hereto, postage prepaid, and addressed to the addresses set forth on the Order Form for each party. The notice shall be deemed given upon delivery if delivered personally; four (4) business days after being deposited in the Bangladesh. Mail as first-class or priority mail; or one (1) business day after depositing with a nationally recognized overnight delivery service or if sent by facsimile or e-mail.

SEVERABILITY

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to each jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereto or affecting the validity or enforceability of such provision in any other jurisdiction.

ASSIGNMENT

This Agreement shall be binding upon and is intended to inure to the benefit of the parties and their respective successors and assigns. Customer shall not have the right to assign or otherwise transfer its rights hereunder or any interest therein without the prior written consent of VISION Technologies Limited. Notwithstanding the foregoing, Customer may assign this Agreement, without VISION’s consent, to a subsidiary, affiliate, parent, or purchaser of all or substantially all of the assets of Customer; provided that Customer shall not be released from the obligations of this Agreement.

GOVERNING LAW

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

PRESS RELEASE

Customer agrees that VISION Technologies Limited may list Customer as a user of VISION’s Services on VISION official website and that it will, as mutually agreeable, participate in seminars, joint speaking engagements, issuing press releases, and similar activities.

ENTIRE AGREEMENT

The Order Form, the Exhibit(s), this Agreement, and any addenda or amendments signed by both parties, shall constitute the entire understanding between the parties related to the subject matter hereof. In the event of any conflict between either: (a) the Order Form and this Agreement; and/or (b) any Customer purchase order, the Order Form and this Agreement, the terms and conditions of this Agreement shall control.

NO WAIVER

The failure of either party at any time to enforce any right or remedy available to it under the Order Form with respect to any breach or failure by either party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by either party.