HaaS Terms and Conditions


These terms and conditions (“Terms”) apply to our Hardware as a Service (“HaaS”) Agreement. The terms of your Quote are incorporated herein by reference and given the same meaning as set forth in the PSA, unless the definition is expressly set forth herein.


1. Description


  • Professional Service Agreement ("PSA"). Client approved Estimates, Quotes, and Agreements.


  • Hardware as a Service. Pursuant to these Terms and Conditions, BWS Technologies ("BWS") will provide Client with the Hardware (“Hardware”) described in your Quote, and the right to use the Hardware as limited herein. 


  • Hardware. The Hardware provided as part of this HaaS Agreement will be the sole property of BWS or its licensors or service providers. Client shall have no rights whatsoever in or to the Hardware other than the right of use during the Term as provided in your Quote. Client acknowledges and agrees that the Contract is a HaaS Agreement and nothing herein will be deemed or constructed as a lease or other grant or transfer of any property to Client. Specifically, Client acknowledges and agrees that Client has not been granted title or any other property interest in any hardware listed in this HaaS Agreement and Client has no rights under any real property and landlord/tenant laws, regulations, or ordinances pursuant to this HaaS Agreement.


  • Upon execution of your Quote, Client shall be granted a non-exclusive, non-transferable and non-sub-licensable license for the Term (as defined below) to use the quantities of each item of Hardware identified in your Quote and the device on which such Hardware is delivered. 


  • Support Not Included. BWS does not provide any support under this HaaS Agreement unless provided under a separate managed services contract executed by both parties.


  • Scope of HaaS Agreement. This document only covers BWS’ Service as specifically described in your Quote. Any additional services requested by and provided to Client which are not specifically described in your HaaS Quote will be charged to Client at BWS’ prevailing rates at the time of the service.


  • Certificate of Insurance ("COI").  A document issued by an insurer that provides proof of an active insurance policy, including coverage types, limits, and effective dates.



2. Pricing and Payment


  • Pricing. Pricing for the Services set forth in your Quote.


  • Payment. Payment intervals set forth in the Quote shall begin on the earliest date any Hardware identified in the Quote is installed and available for use by the Client (“Installation Date”). Client shall pay BWS Technologies the amount set forth in the Quote, in a manner consistent with the payment terms and conditions set forth in the PSA. Where Client requests additional Hardwares not identified in the original Quote, the payment terms in the subsequent Quote(s) governs and the remaining terms herein shall apply where not expressly altered by the subsequent Quote(s).


  • Obligations to Pay Minimum Installments. The Quote includes the minimum number of payment installments required on the Hardwares. All installments and fees referenced in the Quote are non-refundable. The minimum number of payment installments is thirty-six (36) unless otherwise stated.


  • Continuation of Installments. The Quote includes a minimum number of payment installments required under this Agreement. However, Client acknowledges and agrees that the payment installments shall continue in the same amount and same interval after the minimum number of payment installments are made until the service herein is terminated as set forth in Section 4. Where BWS Technologies provides an upgraded replacement Hardware, Client acknowledges an increase in pricing and/or installments may be required and consents to a reasonable increase so long as BWS Technologies provides notice.



3. Term and Termination


  • Term. The term of this Agreement begins on the date you execute the Quote (“Effective Date”), and will continue until the return of all Hardwares set forth in the Quote to BWS Technologies Group, but in no event shall the term be less than the minimum payment installments.


  • Termination. The PSA sets forth the conditions for termination by the parties. Additionally, Client can terminate this Agreement at any time with thirty (60) days written notice, so long as Client pays all remaining minimum installment payments and returns all Hardwares in proper working order.


  • Termination for Non-Payment. BWS can terminate for non-payment with seven (7) days’ notice. Upon termination under this Section, all remaining minimum installment payments are immediately due and Client must return all Hardwares in proper working order within seven (7) days’ notice of termination.


  • Automatic Termination-Client’s Termination. In addition to the termination provisions in the PSA, if Client terminates its managed services plan with BWS Technologies, this HaaS Agreement shall automatically terminate, any remaining minimum payment installments are due within seven (7) days of termination, and the Hardwares shall be returned within seven (7) days of termination.


  • Automatic Termination-BWS’ Termination. In addition to the termination provisions in the PSA, if BWS Technologies terminates the manages services plan with the Client, BWS Technologies, within its sole discretion, may also terminate this HaaS Agreement by providing notice in writing within seven (7) days of termination. If BWS Technologies does not terminate this HaaS Agreement within seven (7) days, Client shall continue making payment installments as set forth in Section 3.


  • Return of Hardwares. Upon termination, Client must return all Hardwares provided hereunder within seven (7) days. If Client fails to return all Hardwares, BWS Technologies will invoice Client for the replacement value of the Hardwares, and Client agrees to pay such replacement value upon receipt of the invoice.



4. Client Responsibilities


Legal Use. Client may use the Service provided herein for any legal purpose, provided such use does not violate the terms and conditions of the PSA (including, without limitation, your Quote).


Information Access. Client shall provide any trained and experienced personnel to deliver all necessary access, information and materials in a timely fashion. BWS will not be responsible for any delays, cost overruns, or liability resulting from Client failing to meet such obligations or the obligations set forth below. Client is strictly liable for the acts and omissions of each of Client’s officers, employees, contractors, agents and other representatives with respect to the Quote.


Administrative Access. BWS Technologies shall have administrative access to any Hardwares under this Agreement. Client acknowledges and agrees that BWS Technologies is permitted remote access to the Hardwares at any time at the Client’s cost for such remote access, and is free to configure, test, diagnose, and, where Client has failed to pay under the terms of this agreement, deactivate and disable any Hardwares.


Physical Access. Client’s will allow full access to facilities, systems, equipment and hardware on which the HaaS are to be installed, and providing access to all necessary information regarding Client’s facilities and systems, as well as providing space for BWS personnel to work at Client’s facility.


If BWS determines that the Services require remote and administrative access to Client’s computer systems, Client agrees to provide such access and Client shall also provide BWS Technologies with all information and assistance to provide remote access by BWS


Risk of Loss. Risk of loss for an Hardware shall transfer to Client upon the delivery of the Hardware to the Client. Client shall be liable to BWS for all damage, other than normal wear and tear, to Hardware. Client shall add any Hardwares to its COI, shall name BWS Technologies as a loss pay and an additional insured for a value equal to or greater than the total minimum value of the Hardwares, as set forth in the Quote, and shall provide BWS Technologies notice of the COI upon request. Alternatively, Client shall pay a non-refundable damage waiver calculated as 10% of the replacement value of all Hardwares.


Non-Returned Hardwares. If the Client fails to return the Hardware to BWS Technologies Group after termination, then BWS Technologies Group will invoice Client for the full replacement value of each such Hardware(s) based on then-current or last suggested retail price, as applicable, and Client agrees to pay such invoice.



5. BWS Responsibilities


  • Setup. BWS will configure and install the Hardwares per the terms set forth in your Quote, and if no pricing for installation and configuration is included in the Quote, such services will be provided at BWS current rates.


  • Support. BWS will monitor and manage Hardware for consistent uptime, needed updates, and provide replacement as outlined below.


  • Replacement. If the HaaS device fails BWS will replace the hardware at no cost to client under the following conditions. Hardware can be easily accessed from an 8 foot ladder. Hardware access is provided during normal BWS business hours. Client has complied with any reasonable electrical and network protection requests.



6. Credit Report, and Personal Guarantee


  • Credit Check. By virtue of Client’s approval of this Agreement, Client (and any personal guarantor) authorizes BWS to obtain a Credit Report on Client and/or any Guarantor(s). Client and Guarantor acknowledge this authorization is valid for purposes of verifying information given pursuant to employment, leasing, rental, business negotiations, or any other lawful purpose covered under the Fair Credit Reporting Act (FCRA). A summary of your rights under the FCRA can be found here: https://eforms.com/images/2016/07/Fair-Credit-Reporting-Act-Summary-of-Your-Rights.pdf


  • Personal Guarantee. To induce and in consideration of BWS Technologies’ acceptance of this Agreement, BWS Technologies may in its sole discretion require a personal guarantee, but the lack thereof shall not affect the validity or enforceability of this Agreement. In such cases where a personal guarantee is required, the named Guarantor unconditionally, personally, individually, jointly and severally guarantees performance of the Client’s obligations under this Agreement and payment of all sums due hereunder and hereby continues to personally indemnify Client for any and all funds due to BWS Technologies under the terms of this Agreement.



7. Limitation of Liability. Client agrees that any liability of BWS Technologies or any of its suppliers relating to this Agreement and the Services shall be limited to the lesser of $100 or one minimum installment payment actually received by BWS Technologies from Client.