Terms of Service
TrueCloud PBX, Inc. Terms of Service Agreement
VoIP
•
o VoIP is an acronym that stands for Voice over Internet Protocol. This service is a
best effort service that relies both upon the internet and your local intranet, which
is out of the control of TrueCLoud PBX, INC. (hereafter “TCPBX”). Under
normal circumstances the service will provide a reliable and good quality
communication path; however, the overall reliability of the circuit to always be
available cannot be guaranteed. By establishing an account or using the services
of TCPBX, you agree to be bound by this Agreement and to use the Services in
compliance with this Agreement, our Acceptable Use Policy, and other policies.
The following terms and conditions shall apply to all customers subscribing to
TCPBX VoIP Service. This Agreement is part of and shall be incorporated into
the Acceptable Use Policy.
•
o In utilizing the TCPBX VoIP Service, Customer agrees to adhere to the terms and
conditions of the Acceptable Use Policy and this Agreement as TCPBX may
modify it from time to time.
•
o In the event of an inconsistency or conflict between the Acceptable Use Policy
and this Agreement, the provisions of this Agreement shall govern.
E911 Disclosure
•
o TCPBX VoIP Telephone Service (including 911 calling) will not function during
a power outage and may not function during network congestion. Use of 911
service is permitted only at a TCPBX registered local phone exchange service
address, otherwise 911 calls will not route directly to a 911 operator. Customers
should secure an alternative to 911 service.
•
o VoIP 911 service is different from traditional 911. The Enhanced 911, or E911,
service that is available to TCPBX’ customers has the ability to deliver the
address, name and phone number of your phone to the Public Service Answering
Point (PSAP) in your County.
•
2
o This information is delivered from a database that requires up to 7 days to update
once the new information is provided. If you move your VoIP phone to a different
address, updating the E911 database requires additional effort on your part. For
each phone line you must notify TCPBX and register a physical address with
TCPBX.
•
o If you move or move your VoIP service to a new physical address, it is your
responsibility to notify TCPBX of the new physical address at least 10 business
days prior to moving the phone. Please make sure that the physical address on
your TCPBX Service Activation Form is the correct physical address where your
phone will be used.
•
o If you do not provide TCPBX with the proper address and require the use of
emergency services, your E911 calls will appear with your old address
information resulting in emergency crews being dispatched to the last registered
physical address.
•
o Each physical location that you associate with your account will require an
associated fee. This fee varies but is generally around $3.00 per location.
•
o E911 surcharges will be charged on your monthly statement.
•
o VoIP equipment, such as telephones, ATA’s and associated network hardware do
not work without power. In the event of a commercial power outage, your phone
service will not work without you providing the electricity locally to power the
equipment.
•
o CUSTOMER AGREES TO HOLD TRUECLOUD PBX, ITS PRINCIPALS,
OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM ALL
CLAIMS REGARDING E911, THE FAILURE OF E911 TO RESPOND, OR
THE INABILITY TO ACCESS E911 FOR ANY REASON.
Service Distinctions
•
o VoIP service is a unique form of telecommunications service that utilizes the
public Internet to connect calls to the Public Switched Telephone Network. This
service may be subject to different regulatory treatment than traditional
telecommunications service.
3
•
o Events beyond our control may affect your service such as power outages,
fluctuations on the Internet, and outages/issues with upstream backbone
providers, etc.
•
o VoIP service does not function without the Internet. A loss of your internet
service will cause a disruption in your VoIP phone service.
•
o This service does not support 0+ or operator assisted calling, including collect
calls, third party billing calls, 900 or calling card calls. Our service may not
support x11 services in all calling areas (211, 411, etc.)
•
o You acknowledge that our service may not be compatible with all non-voice
communications equipment, including, but not limited to home security systems,
satellite television systems, fax machines, computer modems, medical equipment,
etc.
•
o By signing up for this service through TCPBX, you waive all claims against
interference or disruption of these services and equipment. We do not guarantee
the service of modems and faxes over the VoIP system. Some devices work fine
communicating with this type of service, while others do not.
•
o TCPBX is required by law to cooperate with law enforcement and investigative
government agencies. When a lawful request is made by a law enforcement or
relevant government agency, we may be required to disclose your name, phone
number, location and other personal information about your account, use of
service, length of service, IP address etc. to the requesting agency.
•
o International Calling: Current service plans include calling to the United States
and Canada. International calling requires use of a pin to make international
calls. International calls are disabled on all accounts by default. To enable
International calling, you must request the service to be enabled in
writing. Fraudulent calls placed on your account are the responsibility of the
account holder. International rates vary by country.
•
o Overage of minutes: Our standard unlimited plan includes up to 1000 minutes of
calling, combined inbound and outbound, to the US and Canada per month, per
call path. Charges of up to $0.10 per minute may be applied to any account
4
exceeding the 1000 minute per month cap. Partial minutes are rounded up to the
next full minute.
•
o Devices: TCPBX retains ownership of all VoIP telephones until the end of the
contract period. In event of service or contract termination, you will be required to
return equipment in good working order to our corporate office within 3 business
days of service termination. Equipment that is not returned will be billed to your
payment method on file.
•
o Credit. TCPBX reserves the right to conduct a review of Customer’s credit rating,
credit history, and payment history at any time prior to the Effective Date or at
any time during the term of service. After either a) an initial credit review or b) if
Customer has been late in paying any invoice two or more times in any twelvemonth period, TCPBX may, as a condition of providing new services or
continuing to provide services, require Customer to tender a payment equal to the
total of all estimated usage-based charges, Monthly Recurring Charges, and NonRecurring Charges for the applicable Service’s) for up to two months or such
lessor amount that TCPBX requires. TCPBX shall not be liable to Customer for
the payment or accrual of any interest thereon. TCPBX shall be entitled to apply
the payment against any and all unpaid amounts that are past due. Any request for
a payment shall be honored by Customer within ten business days of request by
TCPBX, and failure to remit such payment within the foregoing period shall
constitute cause for TCPBX to suspend all services upon five days written
electronic notice, in addition to any other rights and remedies it may have herein
or at law or equity with respect to breach.
Billing
•
• Electronic billing is done once per month; full payment is due on receipt.
Payments can be mailed to our office or automatically billed to a credit card or by
debit of a checking account (ACH).
•
o We will only give account information to the registered account holder. Please
make sure to add additional account contact names to the application, or request
in writing, if you want others to have access to changing the account in any
way. Please only include trusted personnel to those granted access to your
TCPBX account.
•
o Payment Policies and Terms: Payment by Subscriber shall be due to TCPBX
when the invoice is received. A late payment fee shall be assessed on any account
not paid within 30 days.
5
•
o Accounts remaining unpaid for sixty (60) or more days shall be deemed
delinquent. Delinquent accounts shall be placed on “accounting hold” and
services to the Subscriber shall be suspended until the account is paid in full. For
any subscribers’ account that has been placed on suspended service, there shall be
due a Fifty Dollar ($50.00) reconnection charge to reactivate Subscribers Services
after the arrearage has been paid.
•
o In the event any balance is not paid as agreed, account holder agrees to pay any
applicable collections fees. In the event of a lawsuit to collect the unpaid balance,
the account holder further agrees to pay court costs and reasonable attorney’s
fees.
•
o A Thirty-Five Dollar ($35.00) fee will be added to the subscriber account in the
event of any bank returned check. In the event that more than one check is
returned, we will only accept credit card or certified funds for payment on the
account.
Cancellation of Service
Subscribers that are no longer under their contractual term are considered to be month-to-month
and may cancel TCPBX service under the following conditions:
• 15 days written notice of intent to cancel is provided
• Account may not be past due
• All telephone numbers must be ported to your new provider
Once ALL of the above conditions are met, your account will be closed. If ANY services remain
with TCPBX into a new billing cycle, the account will be responsible for the entire monthly
service fee.
Termination
•
o Subscribers that are no longer under their initial term may terminate this
Agreement by submitting a written request for termination to the TCPBX
corporate office. Requests received prior to close of business shall have a
termination date of the next business day.
•
o If a Customer cancels or terminates a service prior to the end of the service term
for any reason; or TCPBX terminates the service for any reason provided in this
Terms of Service Agreement, then in addition to any other rights or remedies
6
available to TCPBX hereunder, at law, or in equity, Customer shall pay TCPBX
early termination charges as liquidated damages and not as a penalty equal to:
§ All previously waived non-recurring charges specified on the Sales Order;
§ The replacement cost of any and all unreturned TCPBX provided
equipment;
§ The aggregate fees, charges, expenses, and taxes payable by TCPBX
(including, but not limited to, liquidated damages and disconnection, early
cancellation or termination charges payable to third parties) in connection
with the cancellation or termination of the service(s);
§ All monthly recurring charges and usage charges for the remaining
balance of the Service Term.
•
o Subscribers that terminate accounts prior to contract maturity without paying an
Early Termination Fee or without returning VoIP telephones will forfeit all
telephone numbers in the TCPBX portal and the telephone numbers will become
the property of TCPBX.
•
o Without prior notice, TCPBX may terminate this Agreement, your password, your
account, or your use of the Services, without liability, for any reason, including,
without limitation, if TCPBX, in its sole discretion, believes you have violated
this Agreement, our Acceptable Use Policy, or any of the applicable user policies,
or if you fail to pay any charges when due, become insolvent, file bankruptcy,
assignment for the benefit of creditors, appointment of a receiver or custodian. In
the event Customer has multiple accounts with TCPBX, a default under one
account will be deemed a default under all accounts, and in the event of a default,
all services under all accounts may be subject to suspension and/or termination.
•
o TCPBX may provide termination notice to you by US Mail to the address you
provided for the Services. Termination by TCPBX for violation of TCPBX
Acceptable Use Policy shall be subject to the termination fee as described above.
•
o Additional Fees: In the event that special construction or networking is needed or
requested by the customer to support TCPBX VoIP service, additional technical
labor is billed at $95.00 per man-hour.
•
o Disputes: If Customer reasonably and in good faith disputes any portion of
TCPBX’s invoice, Customer shall, within sixty days of the payment date, submit
written notice to TCPBX by certified mail, return receipt requested, of such
dispute, identifying in specific detail the reason for the dispute and the amount
being disputed. If Customer does not deliver such written notice within sixty days
of the payment date, the invoice will be deemed correct and customer shall have
7
waived its rights to dispute the invoice. Customer’s dispute as to any portion of
the invoice shall not excuse Customer’s obligation to pay the undisputed portion
of the invoice on time. The Parties shall negotiate in good faith to resolve any
disputes within thirty days following TCPBX’s receipt of Customer’s timely
written notice. Any amounts that TCPBX determines to be in error shall be
adjusted on the next month’s invoice, or if the disputed amount has already been
paid, a credit shall be posted to Customer’s account. Any disputed amounts that
TCPBX determines to be correct as billed shall be due and payable by Customer,
along with any interest charges or late fees that TCPBX may impose pursuant to
the Terms of Service.
•
o Force Majeure: Neither party will be in default or otherwise liable for any service
outage, other interruption or unavailability of service, delay, or failure of its
performance under the service agreement, these additional terms or the
Incorporated Agreements, except with respect to payment obligations hereunder
for services, to the extent such service outage, other interruption or unavailability
of service, delay, or failure arises by reason of an act of God or of the public
enemy, the elements, adverse weather conditions, fire, flood, riots, strikes,
catastrophic accident, war, governmental requirement or any action of
government in its sovereign capacity, act of civil or military authority, action or
inaction of a supplier or other third party, inability to secure materials, labor or
transportation, Denial of Service attacks, DNS spoofing and/or any other
malicious attempts orchestrated by third parties, or any other cause or
circumstance of a similar nature to the foregoing, beyond the reasonable control
and without the fault or negligence of the affected Party (each constituting a
“Force Majeure Event”). Any such Force Majeure Event shall suspend all services
until the Force Majeure Event ceases.
Equipment and Scope of Work
•
o Unless purchased, all equipment, telephones, analog terminals adapters (ATA),
modems, subscriber modules, antennas and standard mounting equipment will at
all times remain the property of TCPBX. Subscriber may not sell, transfer, lease,
encumber or assign all or part of the equipment to any third party. Subscriber will
not allow or cause any TCPBX provided equipment to be rearranged, moved,
modified, repaired, or relocated without TCPBX’s written consent, nor will
Subscriber create or allow any liens or other encumbrances to be placed on any
such TCPBX provided equipment. All TCPBX provided equipment will be
provided for the sole purpose of use in connection with the service(s), shall
remain the exclusive property of TCPBX or its supplier, respectively, and shall be
immediately returned to TCPBX upon termination of the Service(s) to which the
equipment relates. Subscriber shall be responsible for ensuring that any TCPBX
provided equipment is maintained in a secure location, and Subscriber shall be
fully liable for any and all costs and charges associated with damage to or loss of
8
TCPBX provided equipment including, but not limited to, all costs associated
with replacement equipment, facilities, and systems together with any costs
incurred by TCPBX in obtaining or attempting to obtain possession of any such
equipment.
•
o If Subscriber moves from the location that their service was originally installed in,
the Subscriber shall pay TCPBX’s then current non-recurring charges for
Professional Services to facilitate the move of TCPBX services for Subscriber.
•
o On expiration or termination of this Agreement, Subscriber will return equipment
that is owned by TCPBX. Customer will be billed retail prices for any/all
equipment not returned when service is cancelled by either party.
Leases and Replacement of Non-Working Equipment
•
o Your service agreement may include leased telephones and other equipment. All
leased equipment is the property of TCPBX through the duration of the contract
period and is available for purchase at the end of the contract for an amount
agreed upon at the execution of the contract.
•
o The option to purchase equipment is available only upon full completion of a
contract. Pricing for additional equipment that is added to a contract mid-term
will be priced based on the starting date of the contract.
•
o During the contract period, leased equipment will be replaced if it fails while
being used under normal office conditions. Failure of equipment due to misuse or
abuse is not covered and the client will be required to pay for the damaged
equipment at manufacturer’s published MSRP pricing.
LIMITATION OF LIABILITY: NOTWITHSTANDNG ANY OTHER PROVISION OF THIS
TERMS OF SERVICE AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT
THE TOTAL LIABILITY OF TCPBX UNDER THE TERMS OF SERVICE AGREEMENT
ARE AS FOLLOWS: 1)TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL TCPBX BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES WITH RESPECT TO ANY CLAIM
ARISING UNDER OR RELATING TO THESE TERMS OF SERVICE OR THE
ACCEPTABLE USE POLICY OR PRIVACY POLICY INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR PROFIT OR ANY OTHER BUSINESS LOSS
INCLUDING GOODWILL, LOSS OF USE OF ANY PROPERTY, COST OF SUBSTITUTE
PERFORMANCE, EQUIPMENT, OR SERVICES, DOWNTIME COSTS AND CLAIMS FOR
SUCH DAMAGES, REGARDLESS OF WHETHER DAMAGES ARE CAUSED BY
9
WILLFUL MISCONDUCT, NEGLIGENT ACT OR OMISSION, OR OTHER WRONGFUL
ACT ARISING FROM OR RELATED TO THESE TERMS OF SERVICE OR THE
ACCEPTABLE USE POLICY OR PRIVACY POLICY AND REGARDLESS OF WHETHER
THE PARTY WAS ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF
SUCH DAMAGE; 2) TCPBX’S ENTIRE LIABILITY FOR ANY CLAIM, LOSS, EXPENSE
OR DAMAGE ARISING UNDER OR RELATED TO THESE TERMS OF SERVICE, THE
ACCEPTABLE USE POLICY OR PRIVACY POLICY SHALL IN NO EVENT EXCEED THE
SUM ACTUALLY PAID OR PAYABLE BY CUSTOMER TO TCPBX FOR THE AFFECTED
SERVICE TO WHICH THE CLAIM, LOSS, EXPENSE OR DAMAGE RELATES DURING
THE THREE MONTH PERIOD PRECEDING THE DATE SUCH CLAIM, LOSS, EXPENSE
OR DAMAGE FIRST AROSE; 3)THE FOREGOING LIMITATIONS ARE IN ADDITION TO
(AND NOT IN LIEU OF) ANY LIMITATIONS SET FORTH ELSEWHERE IN THESE
TERMS OF SERVICE, ACCEPTABLE USE POLICY OR PRIVACY POLICY AND THEY
APPLY TO ALL CAUSES OF ACTION AND CLAIMS OF ANY KIND BY ANY PERSON
OR ENTITY ARISING OUT OF OR RELATED TO THESE ADDITIONAL TERMS OR THE
INCORPORATED AGREEMENTS INCLUDING, WITHOUT LIMITATION, BREACH OF
CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE,
MISREPRESENTATION, OR ANY OTHER SORT. THE PARTIES ACKNOWLEDGE AND
ACCEPT THE REASONABLENESS OF THE FOREGOING LIMITATIONS OF
LIABILITY. FOR PURPOSES OF THIS SECTION, ALL REFERENCES TO TCPBX OR A
PARTY SHALL INCLUDE ITS REPRESENTATIVES, AGENTS, SUPPLIERS, OTHER
CONTRACTORS, OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES.
Agreement Updates: This Terms of Service Agreement may be updated from time to time. It is
the Subscribers responsibility to check this webpage at least once every 30 days for changes and
updates. This Terms of Service shall be interpreted and governed by Texas law, without regard
to choice of law provisions. The Parties further agree that the exclusive venue for the resolution
of all disputes shall be in the State and Federal courts located in Collin County, Texas. The
Parties further agree that the non-prevailing party in any dispute shall be responsible for the
prevailing party’s attorney’s fees. The headings used in this Terms of Service Agreement are for
convenience only and do not in any way limit or otherwise affect the meaning of any terms of the
Terms of Service Agreement.
Entire Agreement: This Agreement constitutes the entire Agreement between the parties and no
other representations or statement will be binding upon the parties. If any part of the Agreement
is held to be invalid or unenforceable for any reason, the remaining terms and conditions of this
Agreement shall remain in full force and effect.