Terms & Conditions
These Terms & Conditions (“T&C”) shall govern the relationship of the parties regarding Customer’s use of the Company’s services.
The services are as described in the attached Exhibits and any related schedules (“Services”) which are incorporated herein.
2. Term and Termination
Unless otherwise agreed to by the parties in writing, Customer agrees to a 3-year term (the “Term”). Unless canceled as described in this Section, these Terms & Conditions shall be automatically renewed for successive 1-year terms at the end of each Term (the “Renewal Term”).
2.1. Termination by Customer.
- Support Failure Termination. Customer may terminate the contract for a Support Failure as defined in Section 6.
- Service Availability Failure. Customer may terminate for a Service Availability Failure as defined in any service level agreement (“SLA”) attached in any Exhibit to this T&C.
- Non-Renewal. Customer may terminate upon providing Company with notice of non-renewal at least ninety (90) days prior to the expiration of any Term.
2.2. Termination by Company.
Company may terminate this T&C and any related Services:
- upon any other breach of this T&C that is not cured upon receiving notice subject to the described cure provisions for each such breach described hereinafter;
- for failure to make payment and cure as described in Section 10.2;
- immediately, if Customer violates the Acceptable Use Policy, including Section 9.1 (Permitted Use); or
- upon providing Customer with notice of non-renewal at least ninety (90) days prior to the expiration of any Term.
3. Fees, Billing, Payment.
The fees for the Services provided are as described in the applicable Exhibit to this T&C and any related schedules and are incorporated herein (the “Fees”).
3.2. Monthly Billing.
Fees for Service(s) ordered by the Customer shall begin on the Service Billing Date as defined in the applicable Exhibit and will be billed monthly in advance. Fees for all future billings including one-time fees, upgrades, late fees, usage fees, connectivity fees, taxes or additional service order fees are invoiced on the next monthly Services billing and are due within thirty days (NET 30) (the “Service Due Date”).
3.3. Service Orders, Upgrade Fees.
- Service Orders, upgrades. Orders for additional services or upgrades to existing Services may be ordered by the Customer based on a pricing in Exhibit 1 (Services) and submitted to firstname.lastname@example.org that references this T&C (“Service Orders”) New Service Orders will begin billing on the Service Acceptance Date as described in Exhibit 1, unless otherwise agreed to in writing by the parties. Service Orders made after the Service Billing Date will be prorated to the next Service Billing Date and billed as a one-time pro-rata charge. Future charges will appear as full monthly fees on future invoices.
3.4. Payment Method.
- Company accepts payment in the form of ACH submissions and wire transfers as indicated on company invoices. Additionally, credit card payments are accepted in the Eco Portal, but a service fee will be included to offset transaction charges. All payments must be made in U.S. Dollars.
3.5. Refunds and Disputes.
All products or Services rendered by Company are non-refundable. This includes, but is not limited to, setup fees, one-time fees, monthly service fees, upgrade fees, usage fees, administrative fees, and late fees. Customers seeking to resolve billing errors should submit a support ticket by email to email@example.com.
All prices and fees specified in or referred to in this T&C are stated exclusive of any tax, including withholding tax, sales, use, value added, levies, import and custom duties, excise, telecom and regulatory taxation or other similar or equivalent taxes imposed on the supply of Services. Any taxes, sales, use, levies, excise, withholding taxes, telecom and regulatory taxation or similar charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the Services shall be borne by the Customer. Neither party shall be liable for the other party’s taxes based on income. If withholding tax applies to any payments for Services made under this T&C, the Customer may withhold that element that is required under the applicable legislation but must pay an additional amount to ensure that the full value of the invoice is remitted and must notify Company prior to payment that withholding tax is required to be paid. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.
5. Availability, Service Level Agreement.
The availability, service level agreement and any service credit limitations shall be as defined in any SLA attached as an Exhibit to this T&C.
6. Support Services.
The Company provides support as described in the Support Agreement attached as an Exhibit to this T&C.
6.1. Support Failure Credit.
A support failure occurs when the Company fails to meet the Formal Response Time for any support ticket (“Support Failure”), In the event of a Support Failure, the Customer shall be entitled to a service credit of ten percent (10%) of the monthly service fees, excluding one-time fees, usage fees and applicable taxes for the specific service in the Exhibit (“Support Failure Credit”). The Support Failure Credit will be applied to the following month’s invoice for the service. The total amount of any Support Failure Credits and any applicable Service Level Credit, as defined in the Exhibit attached to this T&C, shall not exceed the monthly fees charged for the affected Service. To receive a Support Failure Credit, the Customer must request the credit in writing by submitting a ticket to firstname.lastname@example.org.
6.2. Support Failure Termination.
If there are three (3) occurrences resulting in a Support Failure Credit in one (1) month, Customer shall have the option, in its sole discretion, to terminate the Agreement immediately upon written notice to Company (“Support Failure Termination”).
7.1. Confidentiality / Non-Disclosure Agreement.
- Confidentiality. Unless otherwise addressed in a separately signed Confidentiality and Non-Disclosure Agreement, this T&C, any attached Exhibits, and all the terms, conditions, and other information herein, are confidential and shall not be disclosed by either Party to any other person, except as may be required by a court or government agency acting in accordance with its jurisdiction. If a Party discloses confidential information to an employee, officer, director, contractor, agent, or consultant, the receiving person will be advised of the confidential and non-disclosable nature of the received information and shall be required to abide by the terms of the T&C regarding disclosure of the confidential information.
- Public Information. Confidential information does not include information that is within the knowledge of the public generally through no fault of the receiving party, information which may be obtained by the receiving party from a third party who has no obligation or duty of confidentiality to the disclosing party, and information which is independently developed by the receiving party with no access to or use of the disclosing party’s confidential information.
- Publicity. Customer acknowledges that Company shall be allowed to identify Customer as a customer to third parties through its website or other marketing materials, provided Company provides prior notice of the use. For purposes of this Section 7(c), the Parties acknowledge that each has a right to display the trademark, service mark or logo of the other Party on its website for publicity purposes. The Parties agree the display of any trademark, service mark or logo shall be in accordance with the other Party’s approved marketing guidelines.
8. Confidential Customer Proprietary Information, Company Data, Customer Data.
8.1. CCPI Defined.
End user information, rates and terms issued to and received from Customer, Customer’s clients, and those commercial relationships obtained by Company by its provision of Services are considered Confidential Customer Proprietary Information (“CCPI”).
A Company employee must have a valid log-in identification and password to access a CCPI. CCPI may be disclosed over the phone, via mail or in person to authorized contacts on the Customer’s account. Online access to CCPI is provided in the Services portal, which is password protected, and password authentication may be done through authorized contacts on the Customer’s account. Changes to the Customer’s address of record may be done through authorized contacts on the Customer’s account, and in such instances, no separate notification of the change(s) will be provided to the Customer. CCPI may be disclosed to any person designated by Customer, but only upon receipt of a written request for such disclosure and verification of the request by the Company.
Company uses, discloses, and permits access to CCPI for the purpose of developing current and future services, providing aggregate market data on Services usage and related statistics. Company may share CCPI with any affiliate or third party for purposes of marketing any additional services outside of the category of services to which Customer already purchases from Company.
8.4. CCPI Retention.
All CCPI and related data remaining after the date of termination may be destroyed for security and privacy reasons and will be removed or archived within ninety (90) days, unless otherwise required by law.
9. Acceptable Use Policy (“AUP”).
9.1. Permitted Use.
Customer agrees to use Company’s Services solely for its intended purposes. Furthermore, Customer acknowledges that use of Company’s Services is solely for the benefit of the Customer and Customer may not resell, sub-license, rent or otherwise allow use by a third party without the express written consent of the Company. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF COMPANY’S SOFTWARE OR FILES.
9.2. Direct Violations.
The following list represents per se direct violations of this AUP and will be subject to immediate redress as set forth herein. Failure to immediately redress these direct violations will result in termination of the Services.
- Copyright and Trademark Infringement. Direct copyright infringement (as defined and noted under Title 17, Section 512 of the United States Code) and trademark infringement are direct violations of Company’s AUP.
- Illegal Use. Any use of dedicated Services in a manner which is defined or deemed to be statutorily illegal is a direct violation of Company’s AUP.
- Fraudulent Activities. Company prohibits utilizing dedicated services or network services for fraudulent activities.
9.3. Legal Compliance.
Company will comply with and respond to jurisdictionally valid (as Company determines in its sole discretion) subpoenas, warrants, and/or court orders. If allowed, Company will forward such subpoenas, warrants, and/or orders to Customer and Customer may respond; however, the Company reserves the right to respond if it is the named party in such subpoena, warrant, or order.
9.4. Abusive Use/Traffic, Suspension.
- Abuse. Customer has the responsibility to monitor and control the traffic sent by third-party carriers to Services and the use of the Services by its employees, customers, agents and contractors. Company may suspend the Services at its sole discretion and without liability if: (i) it reasonably believes that the Services are being used (or have been or will be used) in violation of the T&C, (ii) it discovers that Customer is, or is affiliated in any manner with, a person who has used similar services abusively in the past; (iii) Customer does not cooperate with Company’s reasonable investigation of any suspected violation of the T&C; (iv) Company reasonably believes that the Services have been accessed or manipulated by a third party without Customer’s consent, (v) Company reasonably believes that suspension of the Services is necessary to protect Company’s network or other customers, (vi) a payment for the Services is overdue in accordance with Section 10.1, or (vii) suspension is required by law.
- Suspension. Except for suspension procedures for non-payment as set forth in Section 10, Company will give reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension is based, unless Company determines, in its reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect the Company or Company’s other customers from imminent and significant operational or security risk. If the suspension was based on Customer’s breach of its obligations under the T&C, then Company may continue to charge fees for the Services during the suspension and may charge a reasonable reinstatement fee upon reinstatement of the Services. Any outage to the Customer caused by the Company exercising its discretion under this Section 9.4 shall not be grounds for an SLA credit to the Customer under Section 5, and any related Exhibit, of this T&C, nor shall the Company be held liable for any damages caused to Customer for acting under this provision.
9.5. Abuse Reporting.
Company accepts reports of alleged violations of this AUP via email sent to email@example.com. Reports of alleged violations must be verified and must include the name and contact information of the complaining party, and the IP address for the provider allegedly in violation, and description of the violation. Unless otherwise required by law Company owes no duty to third parties reporting alleged violations due to lack of privacy in contract law. Company will review all verified third party reports and will take appropriate actions as Company deems necessary within its sole discretion.
10. Non-Payment, Suspension, Termination, Late fee, Failure to Cure.
10.1. Suspension for nonpayment.
All payments are due in full on the Service Due Date. Failure to remit payment for any Service under this T&C shall result in a suspension of Customer’s access to any and all Services, including customer support.
10.2. Termination for nonpayment.
Failure to remit payment for Services within thirty (“30”) consecutive days, including the Service Due Date, may result in termination of Services and all Services shall be reclaimed.
10.3. Late Fees.
A late fee of one and one-half percent (1.5%), or the highest rate legally permissible, per month on all Fees will be incurred for failure to remit payment for Services on or before the Service Billing Date. All overdue fees must be paid before a Customer account will be re-enabled. 10.4. Failure to Cure for nonpayment. In addition to any other rights or remedies herein, should the Customer fail to cure a late payment within thirty (30) days, the Company shall be entitled to seek legal recourse for all sums owed including late fees, penalties and including the full contract value of the T&C for all remaining monthly periods in the Term and outstanding usage and taxation fees.
11. Data, Data Retention.
11.1. Data Storage.
Company agrees to use commercially reasonable efforts when deploying Services related to data integrity, backup, security, and retention. These services include, but are not limited to, hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for CCPI data integrity, retention, security, backup, and ownership. If Customer is involved in any data transfer(s) (whether in connection with its business or otherwise), then the Customer must ensure that it complies with any applicable rules, laws, regulations, or the like in all applicable regions or countries.
11.2. Data Access.
Company provides online access to historical information for purposes of supporting the Services systems. Unless otherwise required by law, the Company maintains this information within the system for a limited period, sufficient to provide business support to its customers. The amount and duration of available historical transaction information is retained at the sole discretion of the Company. This retention policy is updated from time-to-time and is available by email request at firstname.lastname@example.org.
12. International Data Privacy.
Customer is responsible for any processing or international transfer of personal information included in the Customer data and agrees to comply with any rules, laws, regulations or the like in all applicable regions or countries in this respect. To the extent personal information is subject to rules, laws, regulations or the like implementing the EU Data Protection Directive 95/46/EC, Company will be considered a “data processor” and will as such act on Customer’s instructions and implement security measures in accordance with the T&C and other applicable contracts between parties.
CUSTOMER AGREES TO ABIDE BY ALL LOCAL, STATE, AND FEDERAL LAWS PURSUANT TO SERVICES DELIVERED. THIS T&C IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCLUSIVE VENUE AND JURISDICTION FOR ANY AND ALL LEGAL REMEDIES ARISING OUT OF OR RELATED TO THIS T&C SHALL BE IN THE FEDERAL DISTRICT COURTS OF TEXAS. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.
14.1. BY CUSTOMER.
CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY, COMPANY’S AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, PUNITIVE DAMAGES, AMOUNTS IN INTEREST, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS’ FEES) BROUGHT BY A THIRD PARTY UNDER ANY THEORY OF LEGAL LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER’S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY’S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
14.2. BY COMPANY.
COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMER, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, PUNITIVE DAMAGES, AMOUNTS IN INTEREST, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS’ FEES) BROUGHT BY A THIRD PARTY UNDER ANY THEORY OF LEGAL LIABILITY ARISING OUT OF OR RELATED ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY’S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
15. LIMITATION OF LIABILITY, WARRANTY.
EXCEPT AS DESCRIBED IN THE APPLICABLE SLA, COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER’S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS T&C, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY AND ANY OF ITS EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR SERVICES FOR THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM. EXCEPT AS OTHERWISE PROVIDED IN THIS T&C, COMPANY PROVIDES ALL PRODUCTS AND SERVICES “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE PRODUCT AND SERVICES, AND COMPANY SHALL HAVE NO LIABILITY ASSOCIATED WITH THE FOREGOING. EACH ACTION OR CLAIM OF ANY PARTY ARISING UNDER OR RELATING TO THIS T&C SHALL BE MADE ONLY AGAINST THE OTHER PARTY AS A CORPORATION, AND ANY LIABILITY RELATING THERETO SHALL BE ENFORCEABLE ONLY AGAINST THE CORPORATE ASSETS OF SUCH PARTY. NO PARTY SHALL SEEK TO PIERCE THE CORPORATE VEIL OR OTHERWISE SEEK TO IMPOSE ANY LIABILITY RELATING TO, OR ARISING FROM, THIS T&C AGAINST ANY PARENT COMPANY, AFFILIATED COMPANY, SUBSIDIARY, SHAREHOLDER, EMPLOYEE, OFFICER, DIRECTOR, MANAGER OR MEMBER OF THE OTHER PARTY. THE FORGOING LIMITATIONS ARE MATERIAL TERMS TO COMPANY, FOR WHICH IT WOULD NOT ENTER INTO THIS T&C WITHOUT THE INCLUSION HEREOF.
16. Disclaimer of Liability of Acts or Omissions of Others (including Customer).
Company shall not be liable for any act, omission to act, negligence, or defect in the quality of service of Customer or any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the Service received by the End-user. Company shall not be liable for any failure of performance that is caused by or the result of any act or omission by Customer or any entity other than Company. Any mistakes, omissions, interruptions, delays, errors, or defects that are caused by or materially contributed to by the negligence or willful acts of Customer, or that arise from facilities or equipment used by Customer and not provided by Company, in whole or in part, shall not result in the imposition of any liability upon Company. Furthermore, Company shall not be liable to any party for any losses incurred due to errors made by Customer when entering or loading information, including, but not limited to, call, carrier, route or rate information rate sheets, IP addresses, NPA/NXX codes, country codes or any other information which is entered by Customer and used by the Services.
17. Ownership of Intellectual Property.
Each party retains all right, title and interest in and to Company’s respective patents, trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Company during the performance of the Services shall belong to the Company unless the parties have agreed in advance in writing that the Customer shall have an interest in the intellectual property.
18. Attorneys’ Fees, Costs and Interest for disputes.
In the event of litigation between the parties regarding this T&C, the losing party shall be responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by the prevailing party in enforcing its rights or obligations under this T&C. In addition, the Company shall be entitled to prejudgment and post judgment interest on all subscription fees, late fees, service fees, losses or penalties from the date they were due or incurred at the rate of eighteen percent (18%) annually or the maximum statutory allowable rate, whichever is greater.
Except as otherwise provided in this T&C, no failure or delay by either party to enforce any right or remedy available under this T&C shall constitute a waiver of such right or remedy or a waiver of any other right or remedy.
20. Third Party Beneficiary.
Except for Customer, Company or an affiliated entity of Company, a person who or which is not a party to this T&C shall have no right to enforce any term of this T&C.
21. Force Majeure.
A party is not liable for non-performance or delay in performance of this T&C, other than payment obligations, if the non-performance or delay is due to any occurrence or contingency beyond its reasonable control including but not limited to acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts of government having general affect, changes of the regulatory environment, industrial disputes of any kind, tsunami, flood, landslide, earthquake, fire, explosion, civil commotion, blockade, terrorism, revolution, sabotage, piracy, epidemic, quarantine restrictions, import or export delays beyond that which is considered reasonable, or defaults of Company’s suppliers or subcontractors due to any of the above causes.
Modifications of this T&C must be agreed to by both Parties in writing.
The foregoing Recitals to this Agreement are incorporated into and shall constitute a part of this Agreement.
If any provision of this T&C shall be held to be illegal, void, invalid, or unenforceable under the laws of any jurisdiction, the legality, validity, and enforceability of the remainder of this T&C in that jurisdiction shall not be affected, and the legality, validity, and enforceability of the whole of this T&C in any other jurisdiction shall not be affected.
Neither Party may directly or indirectly assign, delegate or transfer this T&C, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any purported assignment or transfer in violation of this Section shall be void. Subject to the foregoing, this T&C shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
26. Legal Compliance.
By accepting this T&C, Customer represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties. Further, the signatory for the Customer represents and warrants that they have full authority and power to execute this T&C on behalf of the Customer.
By entering into an MSA with 46 Labs Communications and initiating a Service Order, you acknowledge that you have read and agree to the above Terms and Conditions.
28.2. For the Company:
46 Labs Communications
1503 East 19th St.
Edmond, Oklahoma 73013
Enterprise Connect Services
- Service Fees. For a full description of the Enterprise Connect Services, please see the appropriate product data sheet. Fees for Enterprise Connect, trunking, connectivity and term discounts shall be included in the Service Order and begin on the Service Acceptance Date.
- Service Acceptance Date. The “Service Acceptance Date” is the earlier of 30-days after the Company has notified the Customer the Service has been activated or the date the Customer accepts the Service.
- Service Billing Date. Initial orders for Service shall be billed on the Service Acceptance Date. For initial Service orders that are after the first day of the month of the Service Acceptance Date, the first invoice will be prorated for the remainder of the month. Thereafter, the monthly service billing date is the first day of the month following the Service Acceptance Date (“Service Billing Date”). If the Service Acceptance Date falls on the first day of the month, that date will be deemed to be the Service Billing Date.
- Special Discounts. Company may issue promotional discounts that could affect exhibit pricing. These discounts will be reflected in the Service Order.
- Minimum Monthly Commitment. The minimum monthly commit per service order is five-hundred dollars ($500.00) per month in service, not including usage fees.
- Usage Fees. Fees for telecom usage will be billed at the price and terms dictated by the carrier providing the service to the Customer, through the Eco service.The price and terms will be administered by the Eco platform as part of the service and is based on the current market rates provided by carriers participating in the Eco service.
- Usage Fees Credit Limit. Credit limits for usage fees will be determined on an individual case basis (ICB) and may involve credit checks and/or pre-payments for high-volume users.
- Carrier of Record. For the purposes of regulatory and taxation administration, the Company shall serve as the Carrier of Record for the telecom usage purchased on Eco and will be responsible for the collection and remittance of all Taxes, Fees and Surcharges.
- Taxes, Fees and Surcharges. Customer Shall be responsible for all taxes, fees, surcharges and pass-through charges for government, regulatory, or trade credit insurance assessments. Company will compute charges, invoice and collect from the Customer as part of the Eco Service.
- Billing Disputes. Good faith invoice disputes brought by Customer within thirty (30) days of the date of the invoice by: 1) providing reasonable detail, in writing, with call detail records (CDRs) (or equivalent alternative) and supporting documentation; and 2) negotiating with Company in good faith for the purpose of resolving such disputes within a fifteen (15) day period after Company’s receipt of such documentation. The Parties may, upon mutual agreement, extend this time period in additional fifteen (15) day increments. In order to withhold payments associated with a good faith invoice dispute, Customer must present any invoicing discrepancies prior to the due date of the invoice in question. In the event such dispute is resolved in favor of Customer, the Customer will receive a credit or adjustment, as appropriate, for the applicable late fees. In the event such dispute is resolved in favor of Company, Customer shall remit payment within the payment terms or immediately remit payment for any withheld amounts that have exceeded payment terms.
Service Level Agreement
This Service Level Agreement (“SLA”) applies to Services provided to Customer in Exhibit 1 of this T&C.
- Service Availability. (“Uptime”). All indicated Services will be operational and available at least ninety-nine and ninety-nine one-hundredths percent (99.99%) of the time during a calendar month (the “Uptime Minimum”). If Services Uptime is less than the Uptime Minimum, then Company will issue an SLA credit as identified in the Service Availability Table.
- Downtime. For purposes of service availability, a downtime shall mean that there was an outage that resulted in the non-availability of a service (“Service Downtime”). Service Downtime shall not include any time during which the Services are not available due to: (i) maintenance windows; (ii) acts or omissions of any party other than Company or Company’s vendors and agents; (iii) hardware, software, networks, equipment or interfaces other than those provided or managed by Company, its vendors and agents; (iv) third-party service providers other than Company, its vendors and agents; (v) any other equipment, applications or components not directly managed or controlled by Company, its vendors and agents; (vi) issues unrelated to the Company caused by failures of the public Internet; or (vii) one or more of the causes listed in Section 21 of the T&C.
|Service Uptime||Service Credit|
|Uptime >= 99.99 %||No Credit|
|99.99% to 98.00%||5% service credit|
|<= 98.00%||10% services Credit|
- Service Availability Failure. A “Service Availability Failure” for purposes of this section is defined as a reported Service availability of less than ninety-eight percent (98%) for any two consecutive months during the Term.
- Maintenance Window. Refers to upgrades of hardware or software or upgrades to increase capacity. Maintenance Windows may temporarily degrade the quality of the Service, including possible outages. Such effects related to Normal Maintenance will not give rise to service credits under this SLA. Normal Maintenance will be undertaken between the hours of 01:00 and 06:00 GMT.
- Remedies. In order to obtain credits under the above SLAs, Customer must request the credit after opening a trouble ticket or sending an email to email@example.com. Such requests must be made within thirty (30) calendar days from the date when the relevant SLA was not met. A credit will be applied only to the month in which the event giving rise to the credit occurred. The maximum credits for a specific outage will not exceed ten (10) days’ credit. In no event will the total credit, in the aggregate for all credits issued in one month exceed the equivalent of 100% of the relevant MRCs for the Services. The provisions of this SLA state Customer’s sole and exclusive remedies for Service interruptions or Service deficiencies of any kind whatsoever.