Terms: Master Services Agreement

Version: 2025-11-26-2025

Master Services Agreement

 

This Master Services Agreement (“Agreement”) is between DataTel LLC, (“DataTel”) located at 660 E Franklin Rd Suite #120, Meridian, ID 83642 and the client (“Client”). The purpose of this document is to establish the high-level relationship with the Client.

 

This Agreement supersedes previous Master Services Agreements between DataTel and Client. DataTel and Client (herein sometimes referred to individually as “Party” and collectively as the “Parties”) agree as follows:

 

1.      SCOPE OF SERVICES AND STANDARD OF CARE

 

a.      Scope of Services

 

DataTel will provide managed IT, cybersecurity solutions, telecommunications services and products, and connectivity products and services (the “Services and Products”) tailored to the Client’s needs, as outlined in mutually approved service statements (“Service Statement”). For the purposes of this Agreement, a Service Statement includes any formal service statement, quote, order, or documented approval—whether via email or other written communication—provided by the Client. DataTel reserves the right to temporarily or permanently modify, suspend, discontinue, or remove some or all of the Services with thirty (30) days’ prior written notice to the Client. In such cases, DataTel will make reasonable efforts to provide equivalent alternative services. If modifications result in increased or decreased scope, the Parties agree to equitable adjustments in fees, which will be reflected in an amended Service Statement.

 

b.      Standard of Care

 

DataTel agrees to perform all Services with promptness, skill, prudence, and diligence, consistent with industry best practices. The Parties agree to cooperate as needed to enable DataTel to fulfill its obligations, and DataTel shall not be held responsible for delays caused by factors outside its control, including untimely or inaccurate information provided by the Client.

 

2.      UPDATES TO THIS AGREEMENT

 

DataTel may issue updates to this Agreement on an annual basis or as needed, which will be updated on our website at www.datatelco.com/terms. Such updates will become effective 30 days unless the Client provides written notice of non-acceptance within that 30-day period. Continued use of DataTel’s Services and Products after the effective date of the updated Agreement constitutes acceptance of the updated terms.

 

3.      TERM OF SERVICE AND TERMINATION

 

a.      This Agreement shall be effective on the date of acceptance (“Effective Date”) and continue until all Services expire or this Agreement is mutually terminated by the parties.

 

b.      The service term commencement for each Service Statement, service, or product shall commence on the date such service or product is deployed to Client, not the date the quote is signed.

 

c.      Each party’s rights to terminate this Agreement are set forth below:

 

                                               i.      This Agreement may be terminated for cause by Client upon thirty (30) days written notice if DataTel fails to fulfill in any material aspect of its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.

 

                                              ii.     This Agreement may not be terminated for convenience by Client. If for any reason other than material breach Client wishes to terminate the agreement prior to the expiration of the Term for each Service Statement, Client agrees to remit a lump sum payment of the remaining monthly fees of the then-current term for the particular Service Statement or quote that is being terminated. Client understands this is not an early termination fee, but a fulfillment of the terms of this agreement to cover costs incurred by DataTel.

 

                                            iii.     This Agreement may be terminated for cause by DataTel upon written notice if there is a breach of the terms of this Agreement by Client and such breach is not cured within thirty (30) days of written notice of the breach. In addition to other amounts owed by Client, Client agrees to remit payment of the total monthly recurring fees for the remaining portion of the then-current term. Client understands this is not an early termination fee, but a fulfillment of the terms of this agreement to cover costs incurred by DataTel.

 

                                             iv.     DataTel may terminate this Agreement for convenience with sixty (60) days’ written notice to the Client. In such cases, DataTel will reasonably assist in the transition of services to minimize disruption to the Client.

 

4.      DIRECT SUPPORT BUSINESS HOURS

 

Support services involving direct interaction with a technical engineer are provided during for IT and Voice are outlined below during their respective Direct Support Business Hours. Requests made outside of these hours will be responded to the next business day, except for critical or emergency issues as defined by the Service Statement or quote. Monitoring and alerting services provided by DataTel’s Network Operations Center and Security Operations Center are available 24/7/365.

 

Direct Support Business Hours for IT

Your Time Zone	Start	End
PST	5:00am	5:00pm
MST	6:00am	6:00pm
CST	7:00am	7:00pm
EST	8:00am	8:00pm

 

Direct Support Business Hours for Voice

Your Time Zone	Start	End
PST	7:00am	4:00pm
MST	8:00am	5:00pm
CST	9:00am	6:00pm
EST	10:00am	7:00pm

 

 

5.      MINIMUM COMMITMENT

 

Client agrees to maintain the minimum quantities of products and/or services as specified in the applicable Service Statement. These minimum quantities will remain in effect for the duration of the applicable term.

 

6.      AUTO-RENEWAL

 

The service term will automatically renew for successive one (1) year periods unless either party provides written notice of termination at least thirty (30) days before the end of the current term. renewal, DataTel reserves the right to adjust service rates to reflect changes in operational costs, including but not limited to inflation, labor expenses, technology advancements, and market conditions.

 

7.      ESCALATION / ANNUAL PRICE INCREASE

 

To maintain high-quality service delivery and account for rising operational costs, DataTel reserves the right to adjust the pricing of all Services and Products annually, including those governed by multi-year Service Statements. For the avoidance of doubt, a multi-year Service Statement defines the term of service, not a fixed price. Unless otherwise explicitly stated in the Service Statement, pricing is subject to annual increases in accordance with this section. Annual price adjustments are expected to average approximately five percent (5%) per year and shall not exceed ten percent (10%) in any given year.

 

8.      CYBERSECURITY RECOMMENDATIONS AND BREACH RESPONSIBILITY

 

DataTel provides cybersecurity recommendations aligned with industry best practices and commercially reasonable standards. The Client acknowledges that no security system can eliminate all threats, and cybersecurity measures are designed to reduce — not eliminate — the risk, impact, and severity of security incidents. Cyber threats are an inherent and evolving risk in modern IT environments. DataTel does not guarantee or warrant that its services, technologies, or recommendations will prevent all breaches, cyberattacks, or unauthorized access. The Client is solely responsible for all decisions regarding the implementation or rejection of recommended cybersecurity controls and strategies. In the event of a suspected or confirmed security incident, DataTel will notify the Client promptly and, to the extent covered within the scope of services under this Agreement, will take commercially reasonable actions to assist with investigation, containment, and remediation efforts. DataTel’s responsibility and liability are strictly limited to the specific services contracted in the applicable Service Statement(s). If the Client elects not to implement, delays implementation of, or deviates from DataTel’s recommended security practices, the Client assumes full responsibility for the resulting risks and expressly acknowledges that such decisions may impair DataTel’s ability to mitigate or remediate a security event.

 

9.      SECURITY BREACH NOTIFICTION

 

In the event of a suspected or actual security breach involving Personal Identifiable Information (“PII”), DataTel shall take prompt, commercially reasonable corrective action to address the incident and fulfill all applicable federal, state, and regulatory breach notification obligations. DataTel will notify the Client’s designated representative in writing within one (1) business day of becoming aware of any known or suspected unauthorized access, use, or disclosure of PII processed or maintained by DataTel under this Agreement. Additionally, DataTel shall cooperate in good faith with the Client to support any required breach notification or compliance efforts, to the extent those obligations fall within the scope of services provided by DataTel.

 

10.   GRAMM-LEACH-BLILEY ACT

 

To the extent that any information obtained by DataTel is “nonpublic personal information” about “consumers” or “customers” as such terms are defined in the Gramm-Leach-Bliley Act of 1999 (“GLBA”) and in regulations issued thereunder (collectively, “Consumer Data”), then DataTel agrees that it will not disclose or use such Consumer Data provided to it under this Agreement other than to carry out the purpose of this Agreement or in any manner prohibited by the GLBA or the regulations issued thereunder. DataTel further covenants and agrees to maintain appropriate measures designed to meet the objectives of the applicable guidelines establishing information security standards as adopted by any federal regulatory agencies having jurisdiction over the parties to this Agreement. These measures include appropriate disposal of Consumer Data, as required, and taking appropriate actions to address incidents of unauthorized access to sensitive Consumer Data, including notification to the other party as soon as possible of any such incident. Without limiting the foregoing, each party represents and warrants that its information security program is designed to: (i) ensure the security and confidentiality of Consumer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of such data; and (iii) protect against unauthorized access to or use of such data that could result in substantial harm or inconvenience to any consumer.

 

11.   INDEPENDENT CONTRACTOR

 

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses and neither party hereto is to be considered the agent of the other party for any purpose whatsoever and neither party has any authority to enter into any contract or assume any obligation for the other party or to make any warranty or representation on behalf of the other party. Each party shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one party shall not be deemed to be employees, servants and agents of the other party for any purpose whatsoever.

 

12.   SOFTWARE AND HARDWARE PROCUREMENT

 

a.      Regarding supported software and supported hardware procurement. Unless otherwise expressly agreed to by the Parties in writing, DataTel is responsible for procuring all third-party licenses, leases, support, service, maintenance and other agreements (collectively, the “Ancillary Agreements”) for the Services and Products. Providing that Client shall be responsible for procuring and maintaining all third-party licenses, leases, support, service, maintenance and other agreements for its own facilities and equipment not provided by or for the Services and Products.

 

b.      Any new software, hardware or additional software or hardware that DataTel may require from time to time to maintain the Services and Products will be purchased, leased, or licensed by DataTel and billed to Client as provided in Service Statement. Client understands that this Agreement does not include any hardware or software, and that all purchases of hardware or software will be quoted and approved by Client prior to purchase.

 

13.   LATE PAYMENT FEE AND SUSPENSION OF SERVICES

 

a.      Should payment in full of any invoice not be received by DataTel within thirty (30) days after the due date of invoice, DataTel may impose a late payment fee service charge equal to the greater of (i) $50 per invoice or (ii) ten percent (10%) of the overdue invoice balance.

 

b.      If any amount due DataTel remains unpaid for more than thirty (30) days after the due date of an original invoice, DataTel, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend any and all Services and Products.

 

c.      Termination of this Agreement does not relieve the Client of its obligation to pay any outstanding balances. DataTel may pursue legal action to recover unpaid amounts, and the Client shall reimburse all collection costs, including court fees and reasonable attorney’s fees.

 

14.   ON-SITE WORK

 

On-site work shall be provided at DataTel’s sole discretion. DataTel reserves the right to determine whether services can be performed remotely or require on-site presence. If on-site work is deemed necessary, it will be scheduled in coordination with the Client and may be subject to additional fees as outlined in the applicable Service Statement or service agreement. DataTel’s decision regarding the necessity and scope of on-site work shall be final.

 

15.   TAXES AND REGULATORY FEES

 

a.      Client is responsible for all applicable taxes, fees, and government-imposed charges associated with the Services and Products, including, but not limited to, sales tax, use tax, excise tax, value-added tax, regulatory recovery fees, and E911 service fees. Any increases or new impositions by regulatory agencies will be reflected in subsequent invoices, effective immediately upon implementation.

 

b.      DataTel reserves the right to charge other authorized regulatory fees, including, without limitation, E911 service fees, universal service fees, and regulatory recovery fees.

 

16.   DATATEL EMPLOYEE PROTECTION (NON-SOLICITATION)

 

Client agrees that during the Term of this Agreement and for thirty-six (36) months following its termination, it will not, directly or indirectly, solicit, hire, or attempt to hire any employees or contractors of DataTel or any of its successors, affiliates, or assignees involved in providing Services and Products under this Agreement. This provision applies regardless of any assignment or transfer of rights under this agreement and is intended to protect the integrity of the Services provided by DataTel and its successors. DataTel reserves the right to seek injunctive relief or other legal remedies for any violation of this clause.

 

17.   INTELLECTUAL PROPERTY AND WORK PRODUCT OWNERSHIP

 

All intellectual property, methodologies, tools, software, and other materials developed or provided by DataTel in connection with the Services and Products, excluding those developed exclusively for the Client’s use, shall remain the sole property of DataTel (“DataTel IP”). The Client is granted a non-exclusive, non-transferable license to use DataTel IP solely in connection with the Services during the term of this Agreement. Any work products specifically developed for the Client and agreed upon in writing to be “work made for hire” shall be owned by the Client.

 

18.   NO WARRANTY AND DISCLAIMER

 

a.      Client agrees to use all Services and Products, and any information through or from DataTel, at Client’s own risk. Client acknowledges and understands that neither DataTel, nor any of its officers, employees, representatives, or agents warrant that the Services and Products will be error free, nor do they make any warranty or representation as to the results that may be obtained from use of the Services and Products or as to the accuracy, reliability or content of any information, other services or merchandise contained in or provided through or in conjunction with the Services and Products, unless otherwise expressly stated in this Agreement.

 

b.      DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 14, THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS.” EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 14, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, AND EACH PARTY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 

c.      Each party represents that it has the requisite corporate authority to enter into this Agreement and to grant the rights granted herein, and that there are no outstanding rights, agreements, grants, encumbrances, obligations or restrictions that would prevent such party from performing under the terms of this Agreement.

 

d.      Each party represents that it will comply with all applicable federal, state and local laws and regulations in the performance of its obligations hereunder.

 

e.      DataTel will perform the Services and Products in a manner consistent with good business practices giving due consideration to the needs of Client immediately prior to and after the Effective Date.

 

19.   LIMITATION OF LIABILITY AND INDEMNITY

 

a.      EACH PARTY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED CONCERNING THE SERVICES PROVIDED BY DATATEL PURSUANT TO THIS AGREEMENT, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

 

b.      Notwithstanding any provision of this Agreement to the contrary, and without limiting the disclaimers of warranties and limitations of liability stated elsewhere in this Agreement, the Parties acknowledge and agree that the maximum aggregate liability of the other Party, its employees, directors, officers and agents arising out of this contract, regardless of the form of the action, whether in contract, tort (including negligence), strict liability or otherwise, except for liability arising in the event of a breach of any obligation or limitation with respect to the use of or protection of confidential information as provided in the Confidentiality paragraph hereof, intellectual property and indemnification relating to third party claims shall be limited as provided in Insurance section of this document.

 

c.      Third-Party Services: DataTel provides Services and Products that may integrate with or rely on third-party providers, including software platforms, telecommunications carriers, and cloud services (“Third-Party Providers”). While DataTel is not responsible for interruptions, delays, failures, errors, or data loss resulting from the actions or omissions of Third-Party Providers, it will make commercially reasonable efforts to assist the Client in troubleshooting and escalating issues with those providers. The Client acknowledges that DataTel has no control over the performance or availability of Third-Party Providers and that resolution of issues with such providers is ultimately dependent on their response and capabilities.

 

d.      Liability Limitations: Client agrees that the total aggregate liability limit of DataTel shall in no event exceed the total dollar amount which Client paid during the previous three (3) month period for recurring services that gave rise to the claim. Liability for hardware sales and project-based work shall be limited to the amount paid for the specific project, and shall be separate from recurring services liability.

 

e.      Indemnification. Each Party hereby agrees to indemnify, defend and hold the other Party, its Affiliates, and their officers, directors, employees, consultants, contractors, sublicensees and agents (collectively, “Representatives”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation (collectively, “Damages”) arising out of or resulting from any claim, suit, proceeding or cause of action (each, a “Claim”) brought by a Third Party against a Party or its Representatives based on: (a) breach of any representation or warranty by the Indemnifying Party contained in this Agreement, (b) breach of any applicable Law by such Indemnifying Party, or (c) gross negligence or willful misconduct by such Indemnifying Party, its Affiliates, or their respective employees, contractors or agents.

 

20.   NOTICE

 

All notices, demands, requests, and other communications required or permitted hereunder shall be given in writing and sent by expedited delivery service with proof of delivery, or United States mail, postage prepaid, registered or certified mail, return receipt requested, electronic mail, or facsimile (provided that such electronic mail or facsimile is confirmed by expedited delivery service or by United States mail in the manner previously described), addressed to the addressee at such party’s address set forth on the signature page below, or to such other address as such party may specify by written notice, sent in accordance with this paragraph at least 30 days prior to the date of the giving of such notice. Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of mail, as of the date of deposit in an official depository of the United States mail, or in the case of either delivery service upon receipt, or if by electronic mail or facsimile, upon receipt of the written confirmation thereof.

 

21.   SEVERABILITY

 

a.      Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument and the invalid, illegal or unenforceable provision shall be deemed modified so as to be valid, legal and enforceable to the maximum extent allowed under applicable law.

 

b.      If any provision contained in this Agreement is held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be reformed so as to be enforceable to the extent compatible with the applicable law.

 

22.   ENTIRE AGREEMENT AND AMENDMENT

 

This Agreement, contains the entire agreement between the parties, and supersedes any prior understandings or written or oral agreements between the parties. DataTel, in its sole discretion, may issue Amendments to the Agreement from time to time, which may be attached to a quote Client has requested. Client agrees that its signature on such quote and its continued use of Services constitutes acceptance of the new terms in the Amendment.

 

23.   CONFIDENTIALITY

 

a.      Definition of Confidential Information

 

“Confidential Information” includes all non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement. This includes, but is not limited to, business plans, customer data, pricing, financial information, trade secrets, and other information marked or reasonably understood to be confidential.

 

b.      Exclusions Confidential Information does not include information that:

                                               i.     Was already known to the receiving Party without an obligation of confidentiality;

                                              ii.     Becomes publicly available through no fault of the receiving Party;

                                            iii.     Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or

                                             iv.     Is disclosed by a third party without obligation of confidentiality.

 

c.      Obligations of Confidentiality Each Party agrees to:

                                               i.     Use the Confidential Information solely for purposes of this Agreement;

                                              ii.     Protect the Confidential Information with at least the same level of care as it uses to protect its own, but no less than a reasonable standard;

                                            iii.     Limit disclosure to employees, agents, or advisors with a need to know, ensuring they are bound by confidentiality obligations; and

                                             iv.     Return or securely destroy all Confidential Information upon termination of this Agreement or upon request by the disclosing Party.

 

d.      Compelled Disclosure

 

If disclosure is required by law or court order, the receiving Party shall promptly notify the disclosing Party and cooperate to seek protective measures, if legally permissible.

 

e.      Injunctive Relief

 

The disclosing Party may seek injunctive relief for any breach or threatened breach of this Section, without the need to prove damages or post bond.

 

24.   WAIVER

 

No failure or delay on the part of either Party in the exercise of any right hereunder shall operate as a waiver thereof. Any waiver of any right hereunder shall be effective only if in writing. Any single or partial waiver of any right hereunder shall not operate as waiver of any preceding or succeeding right or any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

 

25.   GOVERNING LAW AND MEDIATION

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The Parties agree to engage in good-faith mediation to resolve any disputes arising out of or relating to this Agreement before initiating formal legal proceedings. Mediation shall be conducted in a mutually agreed location or virtually, and each Party shall bear its own costs associated with the mediation. If mediation does not resolve the dispute within thirty (30) days after notice of mediation is given, either Party may proceed with formal legal proceedings.

 

26.   FORCE MAJEURE

 

Neither Party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, cyberattacks, utility outages, labor disputes, government actions, or acts of terrorism (“Force Majeure Events”). Performance obligations, except payment of fees, will be suspended during the Force Majeure Event. If a Force Majeure Event exceeds ninety (90) days, either Party may terminate this Agreement upon written notice, and DataTel will assist in the transition of services to minimize disruption to the Client.

 

27.   INSURANCE

 

DataTel recommends Client to maintain, at its own expense, reasonable insurance necessary to cover the Party, its assets/property, and employees and contractors. This insurance shall include, at a minimum, the following: (1) general commercial liability insurance with a limit of no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate; (2) workers’ compensation and unemployment insurance coverages as required by any state and federal laws to which each Party is subject; and (3) cyber liability insurance with a limit of no less than $1,000,000 per occurrence covering data breaches, network security failures, privacy violations, regulatory fines, and breach response costs. The Client shall assume full responsibility for all losses, damages, or liabilities resulting from cybersecurity events, and shall indemnify and hold DataTel harmless from any such claims or associated costs.

 

28.   ASSIGNMENT

 

a.      Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that DataTel may assign its rights and obligations of this Agreement and all Service Statements without consent to (i) an affiliate, (ii) a controlling entity, or (iii) a third party acquiring DataTel’s assets, stock, or ownership interests.

 

b.      DataTel may also assign its rights or delegate its obligations to an entity resulting from a reorganization, spin-off, or sale of a business line or division, provided such assignment does not relieve DataTel of its obligations under this Agreement.

 

c.      In the event of a permitted assignment, both Parties agree to cooperate in good faith and take reasonable actions to ensure the rights and obligations under this Agreement are preserved.

 

29.   CLIENT CHANGE OF CONTROL

 

In the event of a change of control of Client—whether by merger, acquisition, sale of all or substantially all assets, sale or transfer of a controlling interest in equity, or any other corporate reorganization or transaction—Client shall provide written notice to Provider within ten (10) days of such event. Unless otherwise agreed in writing by the parties, all obligations under this Agreement shall remain binding upon Client and its successor(s), and Client shall remain liable for any amounts due and unpaid under this Agreement.

 

30.   PRIVACY POLICY

 

a.      Respect of Right to Privacy: DataTel is committed to the highest level of security and privacy regarding collection and use of client information.

 

b.      Collection and Use of Client Information: The collection of Client’s information is designed to protect access to Client’s computer network and to assist DataTel in providing Client with Services and Products Client may want and need. If Client has provided protected information to DataTel, the information will only be used to conduct business with Client’s company under Client’s direct control and with Client’s permission. Client’s information is not sold or transferred to other parties. Under no circumstances is DataTel required to have Client’s customers’ financial or banking record information. This includes account numbers, pin numbers, account numbers, or personal information.

 

c.      Third-Party Disclosure Restrictions: DataTel follows strict privacy procedures in regard to protecting Client’s company’s information. In addition, DataTel requires all third parties with a business need to access and/or process this information to adhere to similar and equally stringent privacy policies. Limited information may be supplied to a third party in order to provide technical support, product upgrades, or diagnostics on some Client network equipment. Occasionally, the nature of this information requires certain administrative rights be temporarily given to the third party. DataTel will take reasonable care to ensure that during this transaction, the third party has access only to the piece of equipment being serviced.

 

d.      Disclosure of Privacy Policies: DataTel is committed to protecting Client’s privacy. We reserve the right to revise DataTel’s privacy policy at any time and will provide a revised privacy policy statement as applicable.

 

31.   HARDWARE AND DEVICE RENTAL

 

a.      Ownership and Use: All rental hardware and devices provided by DataTel, including but not limited to phones and related equipment (“Rental Hardware”), remains the sole property of DataTel. The Client is granted a limited right to use the Rental Hardware solely for the duration of the Agreement and exclusively in connection with the Services provided by DataTel. The Client may not sell, lease, assign, transfer, or otherwise dispose of the Rental Hardware, nor use it for any purpose other than as intended under this Agreement.

 

b.      Sales Tax: Rental Hardware is subject to applicable sales tax as required by some state laws. If applicable, DataTel will assess and include sales tax in the Client’s invoices for the rental charges associated with the Rental Hardware.

 

c.      Care and Maintenance: The Client agrees to take reasonable care of the Rental Hardware and to use it in accordance with all applicable instructions, guidelines, and recommendations provided by DataTel. The Client is responsible for ensuring that the Rental Hardware is used only by authorized personnel and remains in good working condition, excluding normal wear and tear. The Client must notify DataTel promptly of any damage, malfunction, or loss of Rental Hardware.

 

d.      Return of Rental Hardware: Upon termination or expiration of the Agreement, or upon the Client’s discontinuation of Services associated with the Rental Hardware, the Client must return all Rental Hardware to DataTel in good working condition, excluding normal wear and tear. The Client is responsible for the cost of returning the Rental Hardware to DataTel at the address specified by DataTel. If the Rental Hardware is not returned within fifteen (15) days of the termination or discontinuation of Services, DataTel reserves the right to invoice the Client for the full retail replacement value of the unreturned equipment.

 

e.      Damage, Loss, or Theft: In the event of damage, loss, or theft of the Rental Hardware while in the Client’s possession, the Client agrees to promptly notify DataTel. The Client is liable for the cost of repair or replacement of the Rental Hardware, up to its full retail replacement value, as determined by DataTel. Any replacement hardware provided by DataTel will continue to be governed by the terms of this Agreement.

 

f.      Retail Replacement Value: If Rental Hardware is not returned, or if it is returned in a condition beyond reasonable repair, the Client will be invoiced for the full retail replacement value of the Rental Hardware. The retail replacement value will be determined by DataTel based on the current market price of comparable equipment.

 

g.      Ownership Disclaimer: The Client acknowledges that all Rental Hardware remains the property of DataTel and that possession of the Rental Hardware does not grant any ownership rights to the Client. DataTel reserves the right to repossess Rental Hardware at any time upon termination of the Agreement or upon breach of this section by the Client.