These Terms and Conditions govern transactions for sales of: (i) communication services including VOIP telephone services, SIP Trunking, iOfficeHQ virtual desktop services, and broadband circuits (collectively “Service” or “Services”) and (ii) products including phones, switching and monitoring hardware and/or software sold by Velis4 (“Velis4”) to you as our customer (“CUSTOMER”). CUSTOMER will be deemed to have reviewed and agreed to be governed by these Terms and Conditions at such time as CUSTOMER: (i) issues a purchase order to VELIS4, or (ii) receives any product or other equipment associated with the Service, or (iii) activates or pays for any Service. These Terms and Conditions take precedence over and supersede any conflicting terms contained in any purchase order or other written or verbal communication from CUSTOMER and any terms implied under the provisions of the Uniform Commercial Code. These Terms and Conditions affect the legal rights of CUSTOMER and VELIS4, including provisions for mandatory arbitration, limitations on the liability of VELIS4, and fees and other charges which CUSTOMER is obligated to pay. CUSTOMER acknowledges receipt and acceptance of all of the Terms and Conditions set forth herein. Velis4 retains the right to change the Terms and Conditions set forth herein at any time with or without notice, and CUSTOMER agrees to be bound to and by any such modification.
1. Limitations on Use of Service. The Service provided to you by VELIS4 is intended for permitted usage by CUSTOMER only. You may not sell, resell or transfer the Service to any other person for any purpose, or impose any charge or collect any fee for the use of the Service, without express written permission from VELIS4 issued before any such sale or transfer. CUSTOMER may not use the Service for auto-dialing, call center activities, continuous or extensive call forwarding, call relaying, telemarketing, fax broadcasting or fax blasting, unless expressly authorized to do so by writing in advance by VELIS4. CUSTOMER may not use the Service for any unlawful purpose, including without limitation, laws prohibiting transmission of unsolicited fax advertisements or laws on obtaining third party consent for call recording. CUSTOMER may not use the Service in a way that interferes with our ability to provide service to CUSTOMER or other CUSTOMERS or avoids CUSTOMER’S obligation to pay for the Services. CUSTOMER is obligated to refrain from using the Service for transmitting or receiving any communication or material of any kind which would: (1) constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, federal or international law or (2) encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. VELIS4 will have the right to block certain calls including: (i) calls to 900 numbers or other pay-per-call services, (ii) calls to operator services, (iii) collect calls, (iv) calls to Directory Assistance, (v) calls to or from locations outside the continental United States, or (vi) calls to or from a payphone or international mobile telephone. VELIS4 retains the right to impose additional charges for any such calls, and to change the price for such calls at any time without notice to CUSTOMER. CUSTOMER will not misuse the Service or take any other action that causes a disruption in the network, or threatens or undermines the security of the network and the security of VELIS4 and its vendors. The Service is not designed to function with security systems, medical monitoring equipment, TTY equipment, and other outward dialing services. VELIS4 will not be liable for interruption or disruption of any calls made by such systems. Customer agrees that VELIS4 may access all features of CUSTOMER’s account and the Services to determine whether the Services are being used fraudulently or otherwise in violation of this Agreement. CUSTOMER must, at all times, comply with any technical requirements established by VELIS4 to protect the integrity of the network and in order to enable the Services to operate effectively. If VELIS4 determines, in its sole discretion, that the Service is/was being used for prohibited activities or in any other manner prohibited by this Agreement, or in a manner inconsistent with normal usage patterns, VELIS4 retains the right to terminate all Service immediately, and CUSTOMER will be responsible for all charges due under this agreement up to the date of termination including an early termination fee or disconnect fee, if applicable.
2. Loss or Disruption in Service. CUSTOMER acknowledges and understands that the Service may be interrupted or unavailable from time to time for a variety of reasons such as power failure, the absence of electrical power, a disruption in telecommunications traffic in CUSTOMER’s network or in the VELIS4 network or in the network of VELIS4’s vendors. Should there be an interruption in power, the Service will not function until power is restored. A power failure or disruption may require the CUSTOMER to reset or reconfigure certain on premises equipment prior to using the Service. CUSTOMER also acknowledges and understands that the Service requires a fully functional connection to the Internet and that in the event of an outage of, or termination of broadband or high speed internet access service with or by an Internet service provider ("ISP") and/or broadband provider, the Service will not function. VELIS4 undertakes to use its best efforts to repair any disruption originating in its network. Customer also acknowledges that in the event of any disruption or unavailability of Service for any reason whatsoever, VELIS4 will have no responsibility for consequential damages of any kind or nature and CUSTOMER will continue to be billed for the Service during such failures, terminations and/or outages unless and until CUSTOMER or VELIS4 terminates the Service in accordance with this Agreement.
3. Emergency Dialing. By using the Service, the CUSTOMER understands and agrees to the limitations of 911 emergency dialing services as described below, and understands the difference between basic 911 calls and the use of VOIP telephone Services for emergency calling (“E911” service). E911 service is inoperable if CUSTOMER fails to register their location, or if CUSTOMER fails to update the registered location upon a change in location. Any change in registration may not be activated for up to five (5) days from the time when such change is registered. E911 service is inoperable in the event of power failure or broadband service outage, or if the CUSTOMER’S service has been cancelled, suspended or terminated by VELIS4 for non-payment or otherwise. Any call to E911 service from an unregistered phone may incur a service charge of $250.00. Most VELIS4 CUSTOMERS in the continental United States have access to basic 911 service or enhanced 911 service (“E911”). E911 service is available for all U.S. CUSTOMERS who register a valid E911 service address. With E911 service, when a CUSTOMER dials 911, the CUSTOMER’S telephone number and registered address is simultaneously sent to the local emergency center assigned to the CUSTOMER’S location, and emergency operators have access to the information required to send help and/or return the call when necessary. If a CUSTOMER lives in a location where the emergency center is not equipped to receive the telephone number paired with the correct address, this CUSTOMER has basic 911. When utilizing basic 911, the local emergency operator will not have the call back number or caller’s exact location. Unless the caller gives the operator their phone number and location, the operator may not be able to return the call or dispatch help in the event a call is not completed, not forwarded, is dropped, disconnected, or if the caller is unable to speak. As additional local emergency centers become capable of receiving our CUSTOMER’S telephone numbers and address information, CUSTOMERS will need to register a valid E911 service address to upgrade the service to E911. VELIS4 will not inform when new local emergency centers have been added. If the address is not covered by E911 service, the CUSTOMER is responsible for determining when it is possible to register the address once a new local emergency center has been added to the area. Certain CUSTOMERS will not have access to either basic 911 or E911 due to unavailability of local emergency centers in their area or the CUSTOMER did not register for an E911 service address. If you do not have access to basic 911 or E911, your 911 call may be sent to the national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number and location of the caller. They will then contact the local emergency center in order to send help. The CUSTOMER authorizes the national emergency call center to disclose the caller’s name and address to the third party or parties involved with providing emergency services including, without limitation, call routers, call centers and local emergency centers. The CUSTOMER is responsible for informing employees, contractors, guests and any other third parties who may be present at the location where one may utilize 911 Service of the differences in and limitations of 911 service and E911 service. Each primary phone number used for the Service must be registered with VELIS4 along with the physical location where the Service will be utilized. In the event a phone is relocated, the CUSTOMER must register the new location. If the CUSTOMER does not register the new location, any 911 calls made using the E911 service may be sent to an emergency center near the previously registered address. E911 service does not function properly if there is a change in the phone number or if new phone numbers are ported to the CUSTOMER’S account, unless and until the CUSTOMER successfully registers the new location for each changed, newly added or newly ported phone number and receive confirmation from VELIS4. The activation may take up to five (5) days to complete. VELIS4 has the right to and may impose a monthly E911 service charge, in addition to applicable service fees for the line, for all CUSTOMERS subscribed or required to subscribe to E911 service. VELIS4 has the right at any time to adjust the monthly E911 service charge based on changes in the costs it incurs for taxes, fees and other charges associated with E911 service.
4. Limitation of Liability and Indemnity Regarding 911 Calls. CUSTOMER acknowledges and agrees that VELIS4 will not be liable if: (i) there is any outage or disruption in telephone, broadband or other Services provided by VELIS4 or any affiliates, or (ii) the characteristics and limitations of its Service prevents or limits calls to 911 or any other emergency service. CUSTOMER agrees to defend, indemnify and hold harmless VELIS4, its officers, directors, employees, affiliates, and agents from any and all claims, losses, damages, fines, penalties, costs and expenses (including without limitation attorney fees) by or on behalf of CUSTOMER or any employee, visitor, vendor or other third party who uses or attempts to use the Service for a 911 or any other emergency service call.
5. Product Orders, Shipments and Warranties. CUSTOMER may order products by sending a complete and binding purchase order to VELIS4. VELIS4 may accept or reject the purchase order for any reason. All shipment of products by VELIS4 to CUSTOMER will be FOB the point of shipment. Insurance coverage, transportation costs and all other expenses applicable to shipping products to CUSTOMER’s identified point of delivery will be the responsibility of the CUSTOMER. Risk of loss will pass to the CUSTOMER upon delivery of the products to a common carrier by Velis4 or to the CUSTOMER’s representative at the point of shipment. For product ordered from VELIS4, VELIS4 will pass through to CUSTOMER and facilitate utilization by CUSTOMER of any applicable manufacturer’s product return and warranty provisions with respect to any such products. In no event will VELIS4 be liable for product return or warranty coverage beyond that provided by the manufacturer. Products accepted for return by VELIS4 are subject to restocking fees.
6. Term. Certain products and Services are provided pursuant to a written agreement and come with a term of one year or other duration. In those cases, the term begins on the date set forth in the agreement or, if not specified in the written agreement then on the date Service is activated. The term ends on the day specified in the written agreement, or if none is specified on the date which is twelve (12) full calendar months from the first date of Service. At the conclusion of the initial and any renewal term provided for herein, unless CUSTOMER has sent written notice to VELIS4 not less than forty-five (45) days before the end of such term, the agreement will automatically renew for successive one year periods. If VELIS4 has provided CUSTOMER with spread payments or financing on telephones, phone equipment or other hardware (the “Equipment”), monthly charges of this type will be included on the CUSTOMER’S monthly invoice and must be paid in installments over the term specified in the quote or order form. In the event there is no contractual agreement governing Service term and CUSTOMER wishes to cancel the accompanying telecom Service prior to the time when CUSTOMER has made full payment on the Equipment, the obligation to pay for the Equipment will be accelerated and CUSTOMER must pay VELIS4 in a lump sum the remaining balance on the Equipment (the total of all open installments) within 20 days of Customer’s cancellation of service request. CUSTOMER further acknowledges and agrees that all Service is purchased for full monthly terms. If CUSTOMER attempts to terminate Service prior to the end of a calendar month, CUSTOMER will be responsible for the full month's charges to the end of the then current term, including without limitation unbilled usage charges, plus a disconnect fee if applicable under the terms of this Agreement, all of which become due and payable immediately. Expiration of the term, or termination of Service, does not excuse the CUSTOMER from paying all unpaid invoices and charges.
7. Prices and Payment. CUSTOMER is responsible for and agrees to pay all prices for products and Services indicated in any proposal, order form, price list or other written documentation from VELIS4 for the term (as defined herein) of this agreement. Prices are exclusive of all applicable taxes, duties, licenses, and freight unless explicitly stated otherwise. VELIS4 reserves the right at any time, without notice, to change the prices for usage or toll calling services based on increases in its costs. After the first twelve (12) months from the commencement of Service VELIS4 may, in its sole discretion, modify the price of any other Services. Payment for recurring monthly invoices for Service is due before the end of the calendar month in which the invoice is rendered. VELIS4 requires that all monthly recurring invoices for Services be paid using a credit card or ACH bank debit, unless other arrangements are made in advance. VELIS4 accepts Visa, MasterCard and American Express. All payments must be made in US currency. CUSTOMER will pay a late fee in the amount of one and one half percent (1.5%) per month, or the maximum allowed by law whichever is lower, on any invoice unpaid beyond the due date. VELIS4 may, in its discretion, impose an additional charge for any returned check or declined credit card. The initial use of any Service provided by VELIS4 authorizes VELIS4 to charge all amounts due on the credit card account number on file with VELIS4, or on any other credit card provided by CUSTOMER if the original card expires or is replaced. This authorization will remain valid and may be applied to any outstanding charges for a period of up to thirty (30) days after VELIS4 receives written notice from CUSTOMER terminating the authorization granted to VELIS4 to charge CUSTOMER’S credit card. VELIS4 reserves the right without notice to terminate Service at any time, in its sole discretion, if any charge to the CUSTOMER’S credit card or ACH is declined or reversed, or if the credit card expires and the CUSTOMER has not provided VELIS4 with a new valid and approved credit card, or in any other circumstances in which CUSTOMER does not pay charges when due. In case of suspension or termination of Service for a declined or expired credit card, reversed charges or any other non-payment of invoices after the due date, the CUSTOMER is fully liable to VELIS4 for all charges accrued before termination and for all costs incurred by VELIS4 to collect from the CUSTOMER, including without limitation collection costs and reasonable attorneys' fees and court costs.
8. Toll Charges. Every telephone call to or from telephone equipment using the Service provided by VELIS4 is subject to applicable toll charges that are associated with a pricing plan for Service from VELIS4. Such usage charges will be included in VELIS4 invoices and the CUSTOMER will pay such charges in accordance with the payment terms set forth herein. The duration of each call will be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. For calls dialed to an international number, charges may apply regardless of whether the party on the other line answers the call. Calls made to an international mobile telephone, pay telephone, or premium rate telephone number, may also result in higher toll charges.
9. Taxes. Prices quoted for Services (unless stated otherwise) do not include any sales, use, excise, communication, universal service, or other taxes applicable to the rendering of the Services. All such charges will be billed by Velis4 to Customer monthly on a flat rate recovery fee basis or by line item charges. All such charges are due and payable by Customer, unless Customer provides an appropriate and current tax exemption certificate to VELIS4. Tax exemptions shall only be effective for the first month beginning after the date on which VELIS4 receives a valid tax exemption certificate. VELIS4 reserves the right to include a regulatory recovery fee to offset costs VELIS4 incurs in complying with inquiries and obligations imposed by any governmental agency or body including any related legal or billing expenses. This fee is not a tax or charge required by or assessed by any government.
10. Suspension of Service and Disconnect Fees. VELIS4 reserves the right to suspend or discontinue the Service generally, or to terminate Service, at any time in its sole discretion. If VELIS4 does so for reasons not specified in these Terms and Conditions, the CUSTOMER will only be responsible for charges applicable up to and including the date of termination, including a pro-rata portion of the final month's charges. If the CUSTOMER’s Service is terminated or suspended under any of the terms and conditions herein, the CUSTOMER will be responsible for all charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnect fee if applicable, all of which immediately become due.
11. Billing Disputes. If the CUSTOMER wishes to dispute an invoice or certain charges therein, VELIS4 must be notified, in writing, within fifteen (15) days after the first to occur of: CUSTOMER’S receipt of the invoice, a credit card statement, or the date on which funds have been debited from the CUSTOMER’S checking account. Notification of all billing disputes shall be sent to VELIS4 at 1015 Virginia Drive, Fort Washington, PA 19034. If no such written notice is filed in accordance with the foregoing, CUSTOMER will be deemed to have waived all rights to dispute the invoice or charges.
12. Disclaimer and Limitation of Liability. VELIS4 MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE PRODUCTS AND SERVICES. VELIS4 DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL VELIS4 BE LIABLE FOR ANY LOSS, DAMAGE OR COST FOR BREACH OF WARRANTY. VELIS4 WILL NOT BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, USE OF DATA, INTERRUPTION OF BUSINESS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR SERVICE, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EVEN IF VELIS4 HAS BEEN ADVISED OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT; BREACH OF ANY STATUTORY DUTY; PRINCIPLES OF INDEMNITY OR CONTRIBUTION; OR OTHERWISE. IN NO EVENT WILL ANY LIABILITY OF VELIS4 TO CUSTOMER EXCEED THE PRICE PAID FOR THE PRODUCT OR SERVICES THAT ARE THE BASIS FOR THE CLAIM. THE TERM "VELIS4" AS USED IN THIS SECTION SHALL MEAN VELIS4 AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, SERVANTS AND AGENTS AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES OR PRODUCTS THAT ARE UTILIZED BY the CUSTOMER IN CONNECTION WITH THIS AGREEMENT.
13. Permits. The CUSTOMER will obtain all licenses, permits and approvals required by any governmental agency, foreign or domestic, having jurisdiction over the transaction or provision of Services.
14. Export Compliance. The CUSTOMER agrees to comply with United States export laws concerning the transmission of technical data and other regulated materials via the Services. CUSTOMER agrees to comply with applicable local, state and federal laws and regulations applicable to the locality in which Services are utilized.
15. Notices. VELIS4 communicates with CUSTOMERS primarily via email. Notices to CUSTOMERS will be sent to the email address specified by the CUSTOMER at the time Service commences, or any different address designated to VELIS4 in writing by CUSTOMER. CUSTOMER agrees that sending an email message is an acceptable form of notification, including notification of billing or service changes that may be described in VELIS4 billing which will be transmitted to CUSTOMER by email. CUSTOMER must read any email in a timely manner to avoid potential disruption in Service. All notices required to be sent to VELIS4 under this agreement shall be in writing and sent to the following address: 1015 Virginia Drive, Fort Washington, PA 19034, with a copy by email to [email protected].
16. Force Majeure. VELIS4 will not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, earthquake, other natural disaster, accident, riot, war, government intervention, embargoes, strikes, labor disputes, equipment failure, late delivery or other difficulties outside the direct control of VELIS4. In the event of production or network issues or limitations, VELIS4 has the right in its sole discretion to allocate or limit Services.
17. Privacy. In the provision of Services hereunder, VELIS4 may utilize the public Internet and third party networks to transmit voice and other communications. CUSTOMER acknowledges that VELIS4 cannot guarantee the security of CUSTOMER’s communications traffic once it enters such networks. CUSTOMER agrees that VELIS4 shall not be liable for any lack of or infringement on CUSTOMER’s privacy.
18. Assignment. VELIS4 may assign all or part of its rights or duties under the Agreement without notifying the CUSTOMER. In this case Velis4 will be relieved of any obligation to the CUSTOMER. CUSTOMER may assign the Service with the prior written agreement of Velis4, provided CUSTOMER remains liable for all obligations set forth in these Terms and Conditions until the end of the current Term (as defined above) in which such assignment occurs.
19. No Third Party Rights. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action, or creates any other third party beneficiary rights.
20. Survival. The provisions of this Agreement relating to indemnification, limitations on liability, notice, warranty limitations and disclaimers, arbitration, and CUSTOMER’s obligations to pay for the Service and any additional charges, shall survive the termination of the Service and the term of this agreement.
21. Mandatory Binding Arbitration. IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF BY A JUDGE, JURY, OR IN A CLASS ACTION LAWSUIT. YOU CONTINUE TO HAVE CERTAIN RIGHTS TO OBTAIN RELIEF FROM A FEDERAL OR STATE REGULATORY AGENCY. THIS SECTION DOES NOT APPLY TO RESIDENTS OF CALIFORNIA. All disputes arising out of or related to this agreement and the Service and/or the Products purchased by CUSTOMER from VELIS4 (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory) must be resolved by final and binding arbitration, conducted by a single arbitrator, in accordance with the procedures described in the American Arbitration Association's ("AAA") Supplementary Procedures for Consumer-Related Disputes, as modified by this Agreement. To the extent that any AAA procedures differ from the provisions herein, the terms and conditions herein shall govern to the fullest extent possible. You have the right to be represented by counsel in any arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this agreement and may not limit, expand, or otherwise modify its terms. NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER CUSTOMER, OR RESOLVED ON A CLASS WIDE BASIS. In the event that a dispute arises out of this agreement other than for non-payment by CUSTOMER, both parties shall bear their own fees, costs and expenses including attorney's fees. The place of arbitration shall be Montgomery County, Pennsylvania, or other venue designated by VELIS4. Before instituting any arbitration, CUSTOMER will provide VELIS4 with a written description of the dispute or claim, sent to the address designated herein by certified mail. If VELIS4 is unable to resolve the claim within thirty (30) days of receipt of the notice from CUSTOMER, CUSTOMER may commence arbitration. If CUSTOMER fails to send a written notice of claim in accordance with the foregoing provisions, CUSTOMER will be barred from commencing an arbitration or taking any other action, legal or otherwise, to assert a claim against VELIS4. CUSTOMER agrees that regardless of any statute or law to the contrary, any claim, arbitration, or cause of action arising out of or related to use of the Service or purchase of Products governed by the terms and conditions herein must be filed with the AAA within one year after the earlier of the date such claim or cause of action arose or the date Services to CUSTOMER were terminated. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with the terms and conditions herein, CUSTOMER agrees to submit to the personal jurisdiction of the state and federal courts in the Commonwealth of Pennsylvania, and CUSTOMER waives any objection as to venue or inconvenient forum.
22. Miscellaneous. These Terms and Conditions will be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. The failure of VELIS4 to insist upon strict performance of any provision of these Terms and Conditions will not be deemed a waiver of such provision, nor a breach or default. If any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, the agreement will remain valid and enforceable and all other provisions will remain in effect. The failure of VELIS4 to exercise or enforce and right or provision under this agreement will not constitute nor be construed as a waiver of any right of VELIS4. These Terms and Conditions along with the purchase order accepted by VELIS4 constitute the entire agreement between the parties as to the sale of products referenced in the purchase order and supersede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith.