Operating Terms and Conditions for Secure Technology Logistics Services and the Procurement of Hardware

These terms are effective as of August 12, 2020
These Operating Terms and Conditions for Secure Technology Logistics (STL) Services and the Procurement of Hardware apply to any Services offered by MCPc that relate to its STL practice or the purchase and procurement of Hardware under any services offered by MCPc. These terms are incorporated into any Order Document under which STL Services are performed or Hardware is purchased. In the event of a conflict between these terms and the Order Document, the terms of the applicable Order Document shall prevail.
 

1.       DEFINTIONS
       1.1      "Configuration-related Services" means a portfolio of services that include hardware and software settings, operation system settings, software image load and provisioning, application installation, asset reporting, asset identification and tagging, and hardware component integration.
       1.2      "Deployment Services" means work performed at a Customer’s location or remote to activate a device and therefore making it ready for production.
       1.3      "First Article Build Approval" means the document that outlines the image to be used and deployed on Customer Hardware as approved by MCPc and Customer.
       1.4      "Hardware" means â€‹hardware, if any, provided to Customer under any Order Document issued hereunder in connection with the Services.
       1.5      "Transition Services" means the method to plan, validate, and activate the ordered Services in a coordinated manner.

2.       Quotations and Pricing Any Hardware or pricing referred to in a MCPc quotation is subject to availability and does not constitute an offer by MCPc.  MCPc reserves the right to change prices for Hardware at any time, effective immediately upon notice to Customer, for all orders of Hardware submitted following the effective date of such notice. Quotations are valid only for the time period listed on the quote; any quote or pricing which has passed the validity date will not be honored or accepted by MCPc


3.       Shipping
       3.1      For Hardware shipped directly from the manufacturer to the Customer: Products are shipped F.O.B. point of origin. Title to Hardware (excluding any Software embedded on or provided with the Hardware) and risk of loss will pass upon manufacturer’s delivery of Hardware to carrier
       3.2      For Hardware shipped by MCPc from its facilities to the Customer: Title to Hardware (excluding any Software embedded on or provided with the Hardware) and risk of loss will pass upon MCPc’s delivery of Hardware to carrier, or as otherwise specified in an applicable Order Document. If Hardware is delivered by MCPc, title will transfer upon acceptance of Hardware at Customer dock.
       3.3      Customer will pay all shipping, handling, freight, delivery, customs, duties, taxes, special packing, and insurance charges for shipments of Hardware. Choice of carrier and shipping method will be at the election of MCPc.  All shipments will be made to the address specified in the applicable Order Document. MCPc reserves the right to make delivery in installments, with all such installments to be separately invoiced and paid for individually, without regard to subsequent deliveries. Delay in delivery of any installment will not relieve Customer of its obligation to accept remaining deliveries. Returns of Hardware will not be permitted unless expressly authorized in writing by MCPc.
       3.4      Pre-established shipping schedules and programs may be agreed to in an Order Document, should this schedule and/or program be adjusted by the customer, MCPc will invoice the customer for any additional costs that are incurred.


4.       Delivery Customer agrees to assume the risk of casualty or damage to the Hardware from the date of delivery acceptance at Customer’s premises.  No casualty or damage, after such delivery, will relieve Customer from the obligation to make payments or to comply with any other obligations under this Agreement. Customer’s acceptance of delivery of any Hardware hereunder will be deemed Customer’s acknowledgement that (a) all of the Hardware listed in the applicable Order Document has been received, and (b) such Hardware shows no obvious signs of physical damage.


5.       Consignment and Storage of Customer Equipment
       5.1      If Customer purchases consignment services from MCPc, MCPc shall have the right to invoice for any Hardware that has been purchased upon receipt of the Hardware to a MCPc facility.  Consignment services also include sixty (60) days of free storage at a MCPc facility.  After the initial storage period, a monthly invoice will be sent for storage at a rate of fifty dollars ($50) per pallet.  MCPc reserves the right to determine the number of pallets that need to be utilized for storage of the Hardware.
       5.2     Customer will be charged a fee for Storage Service for Hardware held in MCPc facilities for more than sixty (60) days.

6.       Acceptance
       6.1      Upon receipt of Hardware, Customer agrees to inspect and/or test the Hardware. The Hardware will be deemed accepted by Customer unless Customer provides MCPc, within 10 days of the delivery date, a written notice specifying all defects or discrepancies in the quality or quantity of Hardware.
       6.2      If Customer refuses or fails to take delivery of Hardware provided in accordance with this Agreement, any risk of loss of or damage to the Hardware will nonetheless pass to Customer, without prejudice to any other rights or remedies MCPc may have, including: (i) MCPc will be entitled to immediate payment in full for the Hardware (and related Services) ordered, and either to effect delivery by whatever means MCPc considers appropriate, or to store Hardware at Customer’s sole risk and expense; (ii) Customer will be liable and pay on demand all costs of Hardware storage and additional costs incurred as a result of Customer’s refusal or failure to take delivery; and (iii) if Customer refuses to take delivery for thirty (30) days, MCPc may dispose of the Hardware ordered by Customer, at MCPc’s discretion.

7.       Security Interest
       7.1      Customer hereby grants to MCPc a security interest and lien in the Hardware wherever located, and all replacements of the Hardware, or cash proceeds, to secure the obligations of the Customer to pay for such Hardware; provided, however, that MCPc agrees to release such security interest upon the reasonable request of the Customer in the event that Customer provides MCPc collateral in substitution therefor which is acceptable to MCPc in MCPc’s sole discretion. Such interest shall be released upon payment in full for the Hardware. Customer will execute and return for filing all documents reasonably requested by MCPc for the perfection of such security interests, such as a form UCC-1, and MCPc may file a copy of this Agreement in connection therewith. Customer will not grant any lien to any third party on any Hardware or proceeds without the prior written consent of MCPc.

8.       Insurance
       8.1      Until the purchase price and all related amounts for each unit of the Hardware is paid in full, Customer agrees, at its own cost and expense, to (a) keep such Hardware fully insured against loss; and (b) provide MCPc, at MCPc’s option, certificates or other evidence of such insurance reasonably acceptable to MCPc.

9.       Secure Technology Logistics Operating Assumption
       9.1      Payment of hardware purchased with installation & deployment services, unless agreed to in writing will not be contingent upon performance or delivery of services purchased with such hardware.
       9.2      Transition Services will be invoiced upon MCPc’s acceptance of the Customer’s purchase order or upon acceptance of an applicable Order Document.
       9.3      Configuration-related services will be invoiced when the related device is shipped.
       9.4      Deployment services will be invoiced on a weekly basis for deployments completed that week.
       9.5      For subscribed services on a calendar term that are billed monthly, see Subscription Services Terms in Section 13.
       9.6      Standard business hours are 8:00am to 5:00pm local time, Monday – Friday excluding MCPc holidays. Services performed outside of standard business hours will incur additional charges as applicable.

10.       Advanced Hardware Replacement
       10.1      Customer is responsible for any required data backup unless otherwise specifically provided for in applicable Order Document.
       10.2      All Customer devices on which services are performed as part of Advanced Hardware Replacement must be encrypted. MCPc HEREBY DISCLAIMS ALL LIABILITY RESULTING OR ARISING FROM ANY CUSTOMER DEVICE ON WHICH SERVICES ARE PERFORMED UNDER ADVANCED HARDWARE REPLACEMENT THAT IS NOT ENCRYPTED TO A REASONABLE INDUSTRY STANDARD.

11.       Third Party Products
       11.1      If MCPc receives a shipment to any of its facilities for goods associated with a Customer or Customer’s project which have not be ordered through or by MCPc, and MCPc has not been alerted to the arrival of these goods or has not otherwise agreed to receive them, in its sole discretion, MCPc disclaims any and all liability resulting from the receiving, processing, storage, packaging, or any other actions associated with such goods. MCPc will invoice Customer for any cost related to the receiving, handling, and shipping of these goods. MCPc is also not responsible for any delays in services caused by the receipt of any such goods.

12.       First Article Build
       12.1      Any time a Customer requires a new computer image, makes a change to their previously approved image, or a change in the process for imaging the Hardware for an ongoing Service, MCPc may require a First Article Build Approval document to be signed. MCPc will provide this document to Customer and Customer must complete the document and the process described therein, and return with a signature or other approved sign-off before the Services may commence.

13.       Subscription Services Terms: Unless otherwise specified in an applicable Order Document, Services offered on a calendar-based, subscription service model (“Subscription Services”) are subject to the following terms and conditions:
       13.1      Term: 
                   13.1.1      
Subscription Services will be outlined in an Order Document which will incorporate these Operational Terms and Conditions, and, together with the Master Services Agreements, form the Subscription Agreement (“Agreement”).
                   13.1.2      All Agreements will include the date on which the Order Document was fully executed (“Effective Date”) and the date on which the Services will begin for the Customer (“Service Initiation Date.”) Onboarding fees shall be invoiced at the Effective Date.
                   13.1.3      The Services will begin on the Service Initiation Date and end at the conclusion of the term identified in the applicable Order Document (“Service Term”). The minimum term shall be one year.
                   13.1.4      At the end of the Service Term, the Agreement will automatically renew for successive one-year term unless the Customer notifies MCPc in writing sixty (60) days prior to the termination date.
       13.2      Pricing: 
                   13.2.1      
Pricing for each service to be performed will be listed in the applicable Order Document. Pricing will be valid above the minimum and up to the maximum quantities listed in the Order Document, if applicable.
                   13.2.2      Pricing is subject to change upon renewal of the Agreement. Updated pricing for renewal terms will be periodically communicated to Customers in writing. Pricing updates announced within the termination notice period will not take effect until the subsequent renewal term.
                                   13.2.2.1     Regardless of the above Section 13.2.2, if Customer receives the pricing update before the termination notice period, Customer shall have a minimum of ten days from the receipt of a pricing update to accept or reject a renewal of the Services Agreement.