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1. Subject Matter


The subject of this Agreement shall be the provision of VERSA's Net EDGE POC two-way radio units and services. The CLIENT shall subscribe initially to the total of units displayed in the document from VERSA.



2. Term


This Agreement shall be for the duration displayed in the document, commencing and ending on the dates displayed in the document. This Agreement shall be automatically renewed for successive twelve (12) month periods unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the expiration of the initial term or any renewal term.



3. Terms of Payment


3.1. See Payment terms displayed in the specific section.

This payment shall be made via wire transfer, Automatic Clearing House (ACH) transfer, or credit card, or other mutually agreed-upon payment method.


3.2. Late Payment Penalties

In the event of a missed or late payment, the CLIENT shall be subject to a late fee of three percent (3%) for each month that payment is not received by the due date. This penalty will apply whether payments are made via Automatic Clearing House (ACH), or credit card.


3.3. Prepayment Option

The CLIENT may elect to prepay the remaining balance of the contract at any time without penalty. Prepayment will be credited toward the total amount owed under this Agreement.



4. Deactivation / Reactivation of Radio Service


Unpaid monthly subscriptions will automatically deactivate radio service within thirty (30) days after the final notice. Demand letters will be sent for unpaid subscriptions after forty-five (45) days of due date without payment. Radio Service will be reactivated within twenty-four (24) hours only upon payment of overdue monthly subscription with a three percent (3%) penalty.



5. Delivery


Versa shall deliver the units within two (2) to fifteen (15) days working days of receiving a Notice to Proceed (NTP) from Client, depending on the distance from our closest warehouse. Client shall inspect the units within three (3) hours of delivery. Any defects or complaints regarding the units' performance must be communicated in writing to Versa within six (6) hours of delivery. The absence of a written complaint within this period shall be deemed acceptance of the units in good condition and free from defects.



6. Representations and Warranties


VERSA does not guarantee absolute and complete coverage, as the maximum coverage of the units shall be dependent on the existing telecommunication infrastructure in the area to which they are used.



7. Service Level



7.1. Service Description


Versa will provide CLIENT with the following services (the "Services"):

7.1.1. Net EDGE POC two-way radio units and services as described in this Agreement.

7.1.2. Telephone support at [Phone Number(s)] during the hours of 8:00 AM to 4:00 PM, Monday through Friday.

7.1.3. Email support at [Email Address(es)], monitored from 8:00 AM to 4:00 PM, Monday through Friday. Emails received outside of these hours will be collected, but no action can be guaranteed until the next business day.

7.1.4. Onsite assistance in [Specify Geographic Area] during business hours.

7.1.5. Remote configuration and diagnosis.

7.1.6. Planned onsite repair.

7.1.7. Preventive maintenance.

7.1.8. Radio user training.


7.2. Level Description


Versa will respond to service-related incidents and/or requests reported by the Customer within the following time frames:

7.2.1. Within four (4) working hours for issues classified as High priority: Radio Troubleshooting, Unit Replacement, Replace Service Unit.

7.2.2. Within twenty-four (24) hours for issues classified as Medium priority: Radio Programming.

7.2.3. Within forty-eight (48) hours for issues classified as Low priority: Radio Preventive Maintenance, Radio Propagation.

7.2.4. Remote assistance will be provided in line with the above timelines depending on the priority of the support request.


Versa will provide Client with appropriate notification for all scheduled on-site repair, preventive maintenance, and radio user training.


Versa will provide service units for handheld radios under diagnosis and/or repair.


Appropriate notification to CLIENT for all scheduled on-site radio users training.



8. Assumption of Risk


The CLIENT shall assume all risks of losses or damages to the units from any cause whatsoever, including Force Majeure and Acts of God. The CLIENT shall also undertake all precautions to ensure that the units remain in good condition.



9. Lost/Damaged Units or Accessories


In the event of a unit being lost or damaged beyond economical repair due to the CLIENT's negligence during the term of this Agreement, the CLIENT shall be required to pay the full replacement cost of the unit, based on the current public price of a new unit, at the time the damage or loss is reported.



10. Dispute Resolution


The parties shall exert earnest efforts in good faith to amicably resolve any controversy, claim, or dispute arising out of or relating to this Agreement. If the dispute is not amicably resolved, any action or legal proceeding shall be brought only in the courts of Delaware, to the exclusion of other courts. In cases where the CLIENT is found liable for violation of this Agreement, VERSA shall also be entitled to payment of liquidated damages equivalent to thirty percent (30%) of the total amount stipulated in this Agreement.



11. Penalties


A three percent (3%) monthly penalty will be charged for unpaid monthly subscriptions.



12. Pre-termination


The CLIENT shall have the option to unsubscribe or disconnect unit/s. For every disconnection, there shall be a PRE-TERMINATION FEE of ten dollars ($10) per unit. In such a case, a written notice of intention to pre-terminate the Agreement shall be given to VERSA no later than thirty (30) days prior to the intended pre-termination.



13. Termination


Upon the expiration of this Agreement, the CLIENT shall return the unit/s to VERSA in good condition.



14. Tampering


Tampering Engraving, writing or any unauthorized interference with the equipment or making other alterations that could affect the device's functionality or appearance is strictly prohibited and shall be considered LOST Unit/s in accordance with paragraph 10 of this agreement.



15. Substitution of Parties.


CLIENT may appoint its substitute for the unexpired portion of the term provided:

1. Substituted party shall submit or replace the wire transfer, Automatic Clearing House (ACH) transfer, or credit card payment of the former CLIENT and comply to all the provisions of the Subscription Agreement for the entire unexpired portion of the term;

2. In case the substituted party decides to continue Versa Services after the expiration of the original contract, a new contract shall be entered into by Versa and the substituted party.



16. Account Management


CLIENT designates, by sending a written email to Versa, the list of authorized persons to manage changes on their Versa account:

The Full Name, Contact Number, and Email for the following matters are mandatory for the servicing as per these terms and conditions:

  • Ultimate Decision Maker
  • Reprogramming of Groupings
  • Billings or Payments
  • Repair Concerns



17. Entire Agreement


This Agreement contains the entire agreement of the parties concerning the subject matter herein and shall, as of its effective date, supersede all previous understandings and agreements, whether oral or written, between the parties on the subject.



18. Amendment or Modification


Any amendment or modification of this Agreement, or any additional obligation assumed by either party in connection with this Agreement, shall be binding only if in writing and signed by the authorized representatives of the parties.



19. Separability Clause


In the event that any one or more of the provisions of this Agreement are declared invalid, illegal, or unenforceable, such provision(s) shall be deemed stricken out, and the invalidity, illegality, or unenforceability of those provision(s) shall not affect the rest of the Agreement, which shall remain in full force and effect. The parties shall exert utmost effort to replace the affected provisions with valid and enforceable provisions in accordance with the commercial intent of the parties entering into this Agreement.



20. Good Faith


The Parties hereto, being fully acquainted with, and aware of all contents, provisions, and objectives of this Agreement, accept the same with all its terms and conditions, and shall undertake, during the validity of this Agreement, to comply with the same in good faith.



21. No Waiver


The failure of either party to insist upon strict performance of any terms and conditions contained herein shall not be construed as a waiver thereof or of any other terms and conditions in this Agreement. The same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.



22. Option to Own


The CLIENT may exercise the option to own the units at the end of the contract only. Prices shall be 30% of the Suggested Retail Price (SRP) at the time of expiration of the contract to be determined by VERSA and shall be subject to a different contract.



23. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws’ provisions.