CONTRACT REVIEW
These are the answers to your questions about the contract:
- Monetary cost of early termination
Early termination basically means terminating the agreement before the agreed term (duration) of the contract.
In your contract, Section 1 a provides for the term of the contract. The term of the contract is set at one year. In case the customer intends to cancel the agreement, they should send a cancellation notice at least 45 days before the term ends.
Section 1 b proceeds to provide for the cancellation fee. This is the fee payable by the customer who intends to cancel the agreement before the one year term ends.
The cancellation fees are provided under the respective Schedules. For the Software Schedule, the cancellation fees shall be the sum total of the monthly Software Fee (multiplied three times), and any applicable sales tax. For the Hardware Schedule, the cancellation fees shall be the sum total of the monthly Hardware Fees (multiplied by the total of months remaining before the end of the term) (multiplied by 85%), and any applicable sales tax. For the Services Schedule, the cancellation fees shall be the sum total of the monthly Service Fee (multiplied three times) and any applicable sales tax.
So, in general, the monetary cost for early termination shall be as follows:
- Software: (Monthly Fees x 3) + Sales Tax
- Hardware: (Monthly Fees x Total Number of Months Remaining x 80%) + Sales Tax
- Services: (Monthly Fees x 3) + Sales Tax
- What if we cannot place a cancellation request due to the document no being available
Cancellation can only be effected if Heartland POS receives the Cancellation Form (See Section 1 c). Therefore, if Heartland POS has not received the Cancellation Form, Heartland is not duly notified and the cancellation is not effective.
Therefore, if the Cancellation Form is not available, you should immediately notify Heartland POS that you intended to cancel the agreement but the Form is not available.
- What are breaches of contract
A breach of a contract is any violation of any term in the agreement. Therefore, a breach occurs when either the Customer or Heartland POS fails to honor any term in the agreement.
Also, please note that under the Agreement, Heartland POS will not be liable for any breach of the Agreement that happens as a result of any cause that is beyond Heartland’s control (See Section 11).
- Can we start using a new POS system
Having gone through the agreement, I have not seen any term prohibiting the Customer from engaging any other POS system. The End-User License Agreement only prohibits one from making copies of the licensed products, interfering with the licensed products, selling the licensed products, sharing the licensed products with any third party, and misusing the licensed products (See Page 2 of the End User License Agreement (Restrictions on Use).
However, the Customers should note that any new engagement that violates any term in the Agreement shall amount to a breach of the Agreement.
- Is the contract with Heartland POS or Retail Management Solutions
The agreement is with Heartland POS. The Introduction Clause specifies the contracting party as Heartland Payment Systems, LLC dba Heartland POS (“Heartland POS”).
- What if customer service of Heartland has been contacted and they said we do not have any contract with them since 2019 but this contract was signed in 2022
The Agreement specifies the start date as 1/31/2022. There is no reference to 2019 anywhere in the Agreement.
However, I advise that you send a Formal Letter/Notice expressing your concerns to Heartland. Under Section 11, the Agreement provides that all notices under the Agreement be given either personally or by certified mail, return receipt requested, postage prepaid, to the address for the party set forth in the applicable Heartland POS Sales Order Form, or to such other updated address.
I hope the foregoing responses satisfy your questions.
Regards!
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