Terms and Conditions
The Terms and Conditions described herein apply to all Touch Base Telecom Inc services including all optional features and related services,
Section 1: Payments and Charges
Payment for the Service will be due upon the processing of the order and may include a Deposit amount equal to 50% of all One Time Charges, which may include Hardware,
Software, installation and Setup Fees. This Deposit will be due prior to the Order being processed. The Service Start Date is the date Services have been provisioned and are available for the Customers use. Any costs for new features, equipment, or services added to the Service between the receipt of the Deposit and the Service Start Date will be billed on the most current available billing cycle and be due upon receipt. On subsequent monthly intervals after the Service Start Date, the Customer will be charged the ongoing monthly charges, the cost of any overflow long distance used during the
previous month, the monthly rental for any hardware being rented, not already included in the Service, and for any international calls not included in the calling plan. Included in the calling plans are calls to the Continental U.S., AK, CA and Hl. Once the allotted long distance minutes are used, each long distance call will charged at $.06 per minute. Minutes are pooled across all lines in the Service (number of lines x allotted minutes = total pool of long distance). Each line has unlimited local calling, it is the
Customer's responsibility to know if all calls are considered local by the local carrier as calls with a metro area may be considered toll call. Such local long distance calls would be charged against the available pool of long distance minutes. Unlimited Long Distance plans are capped at 250,000 minutes per account. Accounts that exceed this amount may be charged the overage rate of $.06 per minute for every minute over 250,000 minutes in a monthly billing cycle.
Section 2: Additional Charges and Price Changes
Calls from payphones to any of the Customer 's toll-free numbers may carry a surcharge per call, mandated by the FCC, which is passed on to the Customer at cost. All prices are subject to change based upon actual usage and profitability. Customers will be notified in writing of any price changes. Continued use of the Service following notice of the price changes will constitute the Customer's consent to such
Section 3: Account Balance
Monthly rental/service fees are payable in advance of each month's Service; additional call charges and any other applicable charges are billed subsequent to the end of each month's Service. If the Customer chooses to pay for the Service by credit card or ACH direct payment, all charges will be automatically deducted following the generation of any invoice. It is the Customer's responsibility to maintain sufficient balance on the provided credit card or bank account to allow for charges for the Services. If the Customer chooses to pay for the Service by check, the Customer is responsible for immediate payment of all invoices (Net 20). To pay by check, an initial deposit is required equal to the monthly rental/service fee on the account. Returned checks will result in a $35 fee applied to the Customer's account balance. Any Customer disputes of the amounts invoiced or charged must be submitted in writing to Touch Base Telecom Inc within sixty (60) days of the date of the disputed charges and, if not
so disputed, the Customer waives any objection and further recourse with respect to such charges. The Customer understands and agrees that awaiting any pending credit(s) to the Customer's account is not sufficient cause to withhold payment for
invoices. A late fee of 1.5% per month will be applied to any unpaid account balance. We have the right to suspend or discontinue service generally, or to disconnect the Service, at any time. ln addition, we reserve the right to immediately disconnect the Service at any time without notice due to non-payment or unlawful or inappropriate use of the Service. All charges owed at the time of disconnection will be immediately payable. We will pursue collection for unpaid amounts on disconnected accounts and may report these unpaid charges to credit bureaus. Reinstating any service deactivated for non-payment of fees shall result in a reinstatement fee up to $25. ln the event Service is disconnected due to non-payment. Customer grants Touch Base Telecom Inc access to premises to acquire any equipment provided for the delivery of services provided under this agreement.
Section 4: Local Area Telephone Numbers Local area telephone numbers are assigned according to the proximity of the address the Customer provides to Touch Base Telecom Inc. However, it is the Customer's responsibility to confirm whether the number(s) are in the local calling area of the Customer. Touch Base Telecom Inc does not assume responsibility for any of the Customer's advertising cost or long distance fees due to a number not being within the local area of callers to the Service. If Touch Base Telecom Inc is porting any of your local or toll free numbers, we cannot be held liable for any errors or omission that may arise from the porting process. If Touch Base Telecom Inc is providing new local or toll free numbers, we cannot be held liable for any errors or omission that may arise from the number assignment process.
Section 5: 911 Softphones and Mobile Devices As a provider of phone service accessible via softphones and mobile devices, Touch Base Telecom Inc has a responsibility to inform its customers that by not providing Touch Base Telecom Inc the Customer's current address, all 911 calls made through Touch Base Telecom Inc service from a softphone may not be transferred to an emergency center near the Customer. lnstead, all 911 calls made through softphones will be transferred to an emergency center near the Customer's last registered address. For this reason, it is important for the Customer to provide Touch Base Telecom Inc with the Customer's current address every time the softphone or mobile device is used from a fixed location. Touch Base Telecom Inc cannot guarantee the quality of softphones and are considered as is no warranty. Service cannot be cancelled per Section 12 as a result of soft phone quality related issues.
Section 6: Service lssues - Scope of Responsibility ln the event of any service issues, Touch Base Telecom Inc will assist the Customer with troubleshooting the problem's source. However, some elements key to proper performance, including LAN, wiring, power, firewall, CPE, and lSP, are beyond the scope of Touch Base Telecom Inc responsibility to effect repairs. The sole exception to the above is in the case where
Touch Base Telecom Inc is providing the Customer with a Managed Router, whereupon the CPE and ISP do fall within the scope of Touch Base Telecom Inc responsibility. While Touch Base Telecom Inc will offer telephone support to the Customer in diagnosing service issues outside the direct scope of its responsibility, such as those listed above, their ultimate repair will remain the responsibility of the Customer, their installer, and/or the Customer's 3rd-party lT vendor. Touch Base Telecom Inc can travel on site to resolve issues outside the scope of our responsibility; such support would be subject to
standard Touch Base Telecom Inc service call rates and charges. Some WAN issues, such as poor performance by internet providers, are not the direct responsibility of Touch Base Telecom Inc. However, in these cases, Touch Base Telecom Inc will assist the Customer, their installer, and/or the Customer's 3rd-party lT vendor in working with any such providers to eliminate these issues. Touch Base Telecom Inc can travel on site to resolve issues outside the scope of our responsibility; such support would be subject to standard Touch Base Telecom Inc service call rates and charges of $ 85.00 per hour
plus travel and expenses.
Section 7: Lawful and Appropriate Use It is specifically understood and agreed that the Customer shall be using the Service solely for lawful and appropriate purposes and the Customer hereby agrees to indemnify and hold Touch Base Telecom Inc harmless from any and all claims, damages, losses or liabilities of any nature whatsoever arising out of or concerning the Customer's use in any manner of the Service provided herein. ln the event that Touch Base Telecom Inc is brought into or required to respond to any action arising from or concerning the Customer's activities, the Customer agrees to indemnify and hold Touch Base Telecom Inc harmless from all arbitration, court and attorney's costs and fees. Touch Base Telecom Inc reserves the right to immediately discontinue, disconnect, limit, or revoke the Service without warning to the Customer should the Customer, at the sole discretion and determination of Touch Base Telecom Inc, cause any type of activity or load which is incompatible with Touch Base Telecom Inc network, causes quality of service issues, or otherwise impairs the ability of Touch Base Telecom Inc to maintain or provide service to other customers. In the case that the Service is suspected of being misused by the Customer; including for fraudulent activity, Touch Base Telecom Inc reserves the right at its sole discretion to immediately terminate the Service and inform the authorities that the Service is believed to have been used for inappropriate business. Touch Base Telecom Inc shall not be liable for any direct or indirect damages resulting from a decision to discontinue, disconnect, limit, or
revoke the Service with or without warning or for informing the authorities about the possibility of inappropriate business activities.
Section 8: Limited Warranty; Exclusions For equipment purchased directly from Touch Base Telecom Inc by the Customer, Touch Base Telecom Inc will pass on to the Customer any applicable manufacturer's warranty with respect to such equipment. For warranty repairs contact Touch Base Telecom Inc customer service. EXCEPT AS PROVIDED ABOVE, Touch Base Telecom Inc MAKES NO WARRANTIES, EXPRESS OR IMPLIED; INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. lN ADDITION, Touch Base Telecom Inc DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT WILL BE WITHOUT FAILURE, DELAY INTERRUPTION, ERROR, OMISSION, DEGRADATION OF
VOICE QUALITY, OR LOSS OF CONTENT, DATA, OR INFORMATION. ANY CLAIM AGAINST CloudNet Group MUST BE MADE WITHIN ONE YEAR OF THE EVENT GIVING RISE TO THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER, AND Touch Base Telecom Inc SHALL HAVE NO LIABILITY THEREAFTER.
Section 9: Limitation of Liability The Service is not guaranteed. Liability for interruption of the Service and/or a lack of quality of the Service, including but not limited to errors and omissions relating to a directory listing and CNAM, shall be limited to a maximum of the sum of two months charges for the Service. Touch Base Telecom Inc reserves the right to interrupt the Service for maintenance and systems upgrades at its discretion. Touch Base Telecom Inc shall not be liable for any delay in the Service or performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, power failure, equipment failure, interruption of broadband or high-speed internet access, late delivery by suppliers; or other causes beyond the reasonable control of Touch Base Telecom Inc. lN NO EVENT SHALL Touch Base Telecom Inc BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR LOSS OF PROFITS, ARISING OUT OF OR IN
CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE OR EQUIPMENT PROVIDED HEREUNDER, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY THE NEGLIGENCE OF Touch Base Telecom Inc OR OTHERWISE, EVEN lF Touch Base Telecom Inc lS ADVISED lN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Section 10: Changes to Service and Terms and Conditions
Touch Base Telecom Inc reserves the right to make changes to these Terms and Conditions or the Service as a result of changes in applicable regulations or for other reasons in Touch Base Telecom Inc’s reasonable discretion. ln the event of such changes the Customer will be notified in writing and the Customer's continued use of the Service following notice of the changes will constitute the Customer's consent to such changes.
Section 11: Right to ldentify Customer
It is specifically agreed that Touch Base Telecom Inc may identify the Customer as a customer of Touch Base Telecom Inc and include the Customer's name and any applicable logo in Touch Base Telecom Inc marketing materials that identify Touch Base Telecom Inc customers. Customer may request at any time that Touch Base Telecom Inc not use the Customer's identity in marketing material at any time.
Section 12: Contract Term and Cancellation You are entering into an agreement to maintain the Services for the period of time indicated on the Order that was signed to establish the Service. lf you cancel the Services without replacing or upgrading services of an equal or greater value, you will be charged an Early Termination Charge. The Early Termination Charge will be 100% of the remaining number of months left in the Service Term multiplied by the Monthly Recurring Total of the Services. The Term shall begin on the Service Start Date. Customer may cancel this agreement within the first ninety (90) days of the Service Start Date without incurring Early Termination Charges. lf customer
experiences service interruptions or service related problems that Touch Base Telecom Inc is unable to correct within thirty (30) days of written notice by Customer, the Customer can cancel without incurring Early Termination Charges. Hardware and other one time charges will not be refunded or credited if Services are canceled, once such hardware is delivered to Customer site. Services shall continue under the terms and conditions of the agreement after expiration of the Term on a month to month basis with the Services priced at Touch Base Telecom Inc then current monthly rates until each respective service is cancelled by either Party upon thirty (30) days written notice to the other Party. Customer must provide thirty (30) days prior written notice for any termination of any circuit, facility and/or service.
Section 13: Governing Law and Venue
These Terms and Conditions shall be governed by the laws of the State of Arizona and any disputes or controversy arising hereunder shall be arbitrated or adjudicated in Maricopa County, State of Arizona. The Customer hereby consents to personal jurisdiction for all claims of any nature concerning the Customer and Touch Base Telecom Inc in Phoenix, Arizona and specifically consents to service of process
being effectuated by certified mail at the Customer's address. ln the event that any action is brought to enforce or construe any of these Terms and Conditions, or for the breach of these Terms and Conditions, or concerning the indemnification clause contained herein, the prevailing party shall be entitled to recover, in addition to all other damages, reasonable attorney's costs and fees.
Section 14: Entire Agreement These Terms and Conditions contain the entire understanding and agreement of the parties with respect to its subject matter and supersede all prior understandings or agreements regarding such subject matter. ln the event of any conflict between these Terms and Conditions and the terms of any purchase order or acknowledgment, these Terms and Conditions shall control.