TERMS AND CONDITIONS
Version 1.2 – Updated April 1, 2019
These Hardware Purchase Terms and Conditions (these “Hardware Terms”) govern certain Services provided by Baskt, Inc. (doing business as Crisp), a Delaware corporation headquartered in Provo, Utah (“Crisp”), with respect to the purchase, installation and support of certain hardware, pursuant to a Services Agreement (as defined below), entered into with the Client named in such Services Agreement.
By executing the Services Agreement, which references and incorporates these Hardware Terms as well as certain other terms and conditions (the “Terms and Conditions,” as defined in the Services Agreement), Client agrees to these Hardware Terms as if they were set forth directly in the executed Services Agreement, as follows:
- Definition. In addition to other capitalized terms defined throughout the Agreement, the following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not otherwise defined herein shall have the meanings given such terms elsewhere in the Agreement.
- “Agreement” shall have the meaning given such term in the Services Agreement.
- “Client” refers to the individual or entity identified as the “Client” in the Services Agreement.
- “Crisp Software” means any software, applications, websites, code, or programs (including web-based software) that are provided, created and/or operated by Crisp in connection with the provision of the Services to the Client, including the Crisp Restaurant Operating System Platform.
- "Parties" shall mean both Client and Crisp; "Party" shall mean either Client or Crisp, according to the context of its usage.
- “Services” refers to the services and products to be provided to the Client by Crisp as outlined in the Services Agreement.
- “Services Agreement” means a contract in which these Hardware Terms are attached or referenced, which conveys the terms and conditions of an agreement between the Parties for the purchase of one or more Services and/or other associated services and/or products from Crisp.
- Hardware-Related Services. Client acknowledges that certain Services and the Crisp Software may require or utilize hardware with specific features or capabilities, including the following:
- Digital Menus. Certain Services may require that Crisp install Digital Menu Boards and related hardware, including installing display screens. Performance of this Service by Crisp requires compatible display hardware, installed on location, which are capable and configured to run Crisp Software, to Crisp’s specification.
- Printer Hardware. The Crisp Software benefits from hardware capable of printing receipts and other End User related information, and certain Services may require that Crisp install hardware with the needed printing capabilities.
- Servers. The Crisp Software and certain other Services may require that Crisp install computer servers and related hardware be installed on-site at the Client’s business location to be able to run the Crisp Software and perform all necessary functions relevant to the Services.
- Hardware Purchase.
- Purchasing Process.
- Hardware Quotes and Invoices. Crisp shall provide Client with quoted hardware costs in the Services Agreement and in subsequent invoices that reference the Services Agreement (each, a “Invoice”). Any Invoice that references the Services Agreement and is ultimately paid by Client shall be incorporated into the Services Agreement as if executed by Client and Crisp as an addendum directly to the Services Agreement, and shall be subject to these Hardware Terms.
- Payment. Client and Crisp may agree that Invoices are either to be paid upfront (“Upfront Orders”) or according to a payment of financing plan (“Payment Plan Orders”), each subject to these Hardware Terms and the Services Agreement. Payment for all Upfront Orders is due upon receipt of the applicable Invoice (or upon execution of the Services Agreement for hardware sales set forth directly in the Services Agreement). Payment for any Payment Plan Orders shall be due, together with any interest or financing fees, according to the payment schedules agreed to between Crisp and Client as set forth in the applicable Invoice for such Payment Plan Order.
- Fulfillment. Crisp will not fulfill or place orders for any Upfront Orders for hardware or technical services prior to payment for the applicable Upfront Order in full. For any Payment Plan Orders, Crisp may agree to fulfill or place orders for hardware or technical services prior to receiving full payment of the applicable Invoice. Client agrees and acknowledges that Crisp may be a reseller of the hardware and technical services it sells, and Crisp may work with various manufacturers, suppliers, fulfillment partners, configuration specialists and other channel partners (collectively referred to as "Suppliers") in order to provide hardware that is compatible with and pre-configured to run Crisp Software. Crisp generally does not maintain an inventory of hardware components. Following execution of the Services Agreement or payment of an applicable Invoice, Crisp will commence fulfillment of such Invoice by working with Suppliers to obtain and configure all ordered hardware. Timing of fulfillment of all orders is subject to availability of all ordered hardware components from Suppliers as well as configuration and shipping time. Any expected shipping, delivery or installation date provided for purchased hardware is only an estimate and not a guarantee and Crisp shall not be responsible or liable for any damages caused by any date expectation not being met.
- Failure to Pay. Failure by Client to pay any Invoice, including failure to pay for Payment Plan Orders according to the agreed upon payment schedule for such Invoice, shall be deemed a breach of the Services Agreement, these Hardware Terms, and the Terms and Conditions in general, and shall give rise to any remedies in law or equity that Crisp would otherwise be entitled to, including collection of any outstanding amounts owed under such Invoice together with late payment interest equal to 1.5% per month (in addition to any other interest that Client and Crisp have agreed to). Furthermore, any such failure to pay shall result in the termination of Client’s right to use any Crisp Services or Crisp Software, and Crisp shall be entitled to cease providing and making available any such Services or Crisp Software. Client agrees and acknowledges that such remedies are fair and just given the nature of the transaction.
- Pricing Variations. Volume discounts on hardware purchases may be available for large bulk orders and can be provided as a custom quote, which will be set forth on the applicable Invoice. In the event that Crisp is required to pay a higher price for the hardware than the costs quoted in the Services Agreement or applicable Invoice, Crisp shall not charge Client for the extra costs or fees resulting from such higher price. Likewise, in the event that Crisp is able to negotiate a lower price for the hardware than the costs quoted in the Services Agreement, Crisp shall not be required to reimburse or return any savings resulting from such lower price.
- Owner of Hardware. Crisp agrees to provide hardware as purchased by Client in the Services Agreement or any Invoice referencing the Services Agreement. Upon purchasing hardware from Crisp, Client will fully own the hardware, with all rights and responsibilities of ownership. Hardware is not provided under any lease, rent or buyback program. As an owner of the hardware, Client has full rights to dispose of the hardware as Client sees fit, including the right to resell the hardware or to refit or reconfigure the hardware for any purpose. Notwithstanding the foregoing, in the event that Client is no longer a paying Crisp customer and desires to retain hardware that has Crisp Software installed, or Client desires to sell, gift, transfer or dispose of any hardware that has Crisp Software installed, Client agrees to remove any Crisp Software from any such hardware.
- Owner Responsibilities. As hardware owner, once hardware is delivered, Client will be responsible for all responsibilities of ownership, including the following: (i) physical maintenance and security of the purchased hardware; (ii) any hardware, cabling or systems that are not part of your purchase but which will be required for proper function of the hardware; (iii) providing any necessary code-compliant power outlets and network connectivity appropriately positioned at each installation site where hardware is intended to be used or installed; (iii) providing and maintaining connectivity of purchased hardware to the Internet via the network on which the hardware is installed; (iv) ensuring that firewalls and/or web filters installed on the network do not impede the proper functioning of hardware; (vi) any hardware or operating-system related issues, failures, viruses, or vulnerabilities following the purchase, or breakages which are not covered by warranty; and (vii) facilitating any warranty service that becomes necessary, including returning any defective hardware. It is Client’s responsibility to test each purchased hardware on the network on which the hardware will be used prior to installation thereon and to confirm connectivity to services designated by Crisp, and to resolve any network issues prior to installation.
- Crisp Responsibilities. Crisp does not have any right or responsibility for physical security, upkeep and/or maintenance of the hardware, the operating system of the hardware, or for any software installed on the hardware other than Crisp Software during the term of an active subscription to Crisp Software.
- Crisp Hardware Branding. Client authorizes Crisp to add or include its own branding, name and/or trademarks on any hardware purchased from Crisp, so long as such branding does not infringe on the rights of any third-party. Client agrees not remove any such branding.
- Hardware Malfunction; Warranty; Return.
- Outdated Hardware. To the extent that Crisp Software becomes incompatible with the hardware or ceases functioning on the hardware following the warranty term of the hardware, Crisp shall not be responsible or required to support such hardware or provide backwards compatibility with such hardware, nor to replace or refund such hardware; notwithstanding that replacements may be purchased from Crisp.
- Hardware Malfunction. Crisp will not be liable or responsible for any malfunction, vulnerability or virus with the hardware that is not caused by any Crisp Software, for the operating system being disabled, or in the event that the operating system updates are enabled, for any the operating system updates causing hardware or Crisp Software to no longer function as intended.
- Hardware Warranties. Hardware may be warrantied under manufacturer warranty (standard or extended) and/or under an additional or extended warranty or warranty processing services from Crisp. Unless otherwise documented in or with the Services Agreement or Invoice, warranty details and term lengths for each item of purchased hardware will be as provided by the manufacturer, with standard non-extended warranty terms. Crisp offers no extended or additional warranties or warranty processing services unless specifically set forth in a Services Agreement.
- Hardware Repair; Returns. For hardware covered by a manufacturer warranty without a corresponding additional warranty from Crisp, Client must work directly with manufacturer for any warranty service or repair. Client is responsible for registering any warranty information for the hardware. Client may be responsible for return shipping in the event of any return or warranty request unless otherwise specified in the applicable warranty/return documentation provided with Client’s purchase of the hardware.
- Software Installations on Hardware.
- Installation of Crisp Software; Integration. Crisp will be responsible for installation of and integration of the hardware with the Crisp Software. Crisp will also provide technical support with respect to any issues arising from the proper functioning of the Crisp Software on the hardware. In the event that Client does not purchase hardware through Crisp, Crisp may charge an additional fee to configure Client’s existing hardware with Crisp Software.
- Installation of Custom Software.
- Custom Software Installations. To the extent that Client installs any custom software or updates on the purchased hardware, or disable or blocks any pre-configured software on the hardware, Client is responsible for any ensuing issues or interference with the proper functioning of the hardware or any software thereon. Client is responsibility for the quality, maintenance, troubleshooting and compatibility of any hardware or system that is provided by Client that will be part of the hardware system, including any hardware provided by Client or any third party that are not purchased from Crisp. It is Client’s responsibility to ensure that, to the extent Crisp is obligated or expected to support Crisp Software running on certain hardware, that Crisp has access to any remote management software or tools installed or configured on the hardware.
- Third-Party Software Through Crisp. Crisp may from time to time resell perpetual or recurring third-party software licenses including operating system, remote access software, or administrative dashboard software. Upon purchase of such third-party license(s) from Crisp, Client shall own the license and any rights pertaining thereto for the duration thereof. Licenses may be tied to purchased hardware. Notwithstanding the foregoing, if Client purchases a managed service from Crisp that includes any managed administration of a third-party licensed software by Crisp, access to the benefits and functionality provided under such license shall be limited to the duration of the managed service that is purchased, and the software and/or license may be owned by Crisp and/or deactivated following discontinuance of the managed service, notwithstanding Client shall still own and control any corresponding hardware, and may, if available, purchase its own license(s) for subsequent independent use by Client.
- Client Obligations
- Minimum Hardware Model Requirements. Crisp may provide written notice to Client from time to time informing Client of minimum model requirements for certain types of hardware, and require that Client upgrade any hardware models that do not satisfy such model requirements. In the event that Client fails to upgrade such unsatisfactory hardware, Crisp may elect to cease providing Services with respect to such hardware. All costs for upgrading or replacing hardware that do not meet minimum model requirements shall be the sole responsibility of Client, whether the replacement hardware is ordered through Crisp or elsewhere.
- Minimum Access to Internet. Crisp may provide written notice to Client from time to time informing Client of minimum internet access and internet speed requirements for certain types of hardware, and require that Client satisfy such minimum internet requirements. In the event that Client fails to satisfy such minimum internet requirements, Crisp may elect to cease providing Services with respect to any hardware impact by such failure. All costs for maintaining, servicing, or upgrading Client’s internet shall be the sole responsibility of Client.
- Technical Support and Related Services.
- On-Site Technical Service.
- Service Technicians; Contractors. Certain Services purchased by Client may include in-person technical service from Crisp, including installation, site visit, repair service, warranty service, technical troubleshooting, or other in-person technical service visits. Installers and technicians (referred to as "Technicians"), who Crisp employs or contracts to perform installation and service work according to instructions from Crisp, are typically subcontractors of Crisp or a Crisp channel partner. Crisp shall be responsible for ensuring the service levels described in this section, as well as for providing instructions and setting expectations for Technicians so that work is performed professionally, effectively and efficiently.
- Restrictions. Unless expressly agreed to in writing otherwise, Crisp will not be required to provide on-site or in-person technical services for any Client located outside of the state of Utah. Furthermore, Crisp may charge additional fees for unforeseen complexities that arise in connection with any hardware installation requested by Client or for on-site technical services.
- Professionalism of Technicians. Any Technician will exhibit professionalism and courtesy to Client and to Client's agents and employees. Technicians will have dress, language and behavior that is professional and appropriate. Technicians will maintain strict drug-free workplace requirements and will avoid tobacco or alcohol use during any Technician work on Client property. If Client has additional or specific requirements for onsite Technicians beyond those set forth above, Client must clearly communicate these requirements and expectations when contracting with Crisp for on-site services, and a surcharge may apply.
- Change Orders During Technician Visit. Technicians will not be authorized to make any change to order instructions beyond insubstantial changes (e.g., minor repositioning), without authorization from both Client and Crisp. In the case of a change order or change request occurring by Client when a Technician is present for an installation or technical service visit, wherein the change request warrants a return visit, a basic site visit charge of $200 will be charged for the initial visit, in addition to any new charges resulting from the change order and follow-up visits.
- Unsafe Working Conditions. Technicians will not be required to complete installations that do not meet regulatory codes or safety standards or that, in the Technician's judgment, will result in an unsafe installation or environment, whether for the Technician or the Client. Technicians may make minor adjustments to installation instructions for the sake of safety, compliance or feasibility. It is Client’s responsibility to ensure that the working environment for a Technician is safe, and if a Technician is required to terminate a site visit due to an unsafe working environment, Client may be charged a site visit charge of $200 for a follow-up visit to finish any work that was unable to be completed.
- Ongoing Hardware and Software Support.
- Ongoing Support. Subject to limitation set forth herein, Client may purchase ongoing technical support from Crisp, as set forth in the Services Agreement, to help ensure certain levels of uptime and security, minimize outages, maintain proper server response times.
- Limitations to Hardware Support. If hardware is purchased from or through Crisp, Crisp agrees to support the Crisp Software on the purchased hardware under the following circumstances: (1) Client has an active subscription to Crisp Software and Services; (2) the hardware is under an active warranty term or, if a warranty term has expired, the hardware has not undergone any hardware or system failure; and (3) Client does not breach any of its obligations under the Agreement. Following the expiration of the warranty term of any hardware, service and support for the hardware will only be provided by Crisp at Crisp’s discretion during the term of a subscription to Crisp Software, and may be discontinued at any time or for any reason.
- Limitations to Software Support. Crisp shall only provide technical support services for Crisp Software that is (i) subject to a current subscription under a Services Agreement, (ii) installed on hardware that is maintained and operated by Crisp, and (iii) running on servers under Crisp's control.
- Limitations from Client Network. Crisp makes no representations or guarantees as to uptime, availability or response times with respect to the local software applications installed on any hardware purchased by Client, given that connectivity and operation of such software will be subject to the Client's network availability, network configuration and power reliability, operating system issues and updates, and other factors that are beyond Crisp's control, as well as any configuration or alterations Client makes to the hardware or network.
- Discontinuance of Service. If Client discontinues use of the Crisp Software for any reason, or Crisp discontinues providing Client with Services for any reason, including for non-payment of an invoice or cancellation of a subscription for the Services, Crisp shall not have any obligation to provide any ongoing support for any hardware or any software installed on or accessed by the hardware, and Client shall not have the right to return or be refunded for the purchase of hardware outside of the standard limited return time window applicable to the hardware. Client acknowledges that to the extent that any hardware functionality or licensing is provided as a Service by Crisp, such licensing and/or functionality may be disabled upon discontinuance of use of or payment for Crisp’s services, and the hardware may require relicensing by Client in order for one or more functions to be enabled.