Terms and Conditions
Teleira Service Agreement Terms and Conditions
1. SERVICES. Teleira will provide to Customer and Customer shall pay for the Services identified in the Services section on Page 1 (one) of this Agreement. The Services are provisioned by Teleira and/or through its applicable affiliates, subcontractors and vendors. Teleira reserves the right to unilaterally amend any or all terms and conditions in response to regulatory changes beyond the control of Teleira that materially alter the feasibility or economics of the Services provided. Services shall include use of any Equipment provided and Equipment is subject to original manufacturer warranty. All offers of Service may be subject to credit approval and may include Dun & Bradstreet reports and/or requesting Customer financial statements.
In many cases Teleira’s Services require Customer to subscribe to certain call transferring and forwarding services or features from their phone service provider(s). Any costs associated with installing, activating, or utilizing features of Customer’s phone service provider(s) or reprogramming Customer’s equipment to make it compatible with Company-provided Service will be the responsibility of Customer.
2. CHARGES. (a) Customer will pay all Charges (as defined in Section 3) as set forth in the Order. Charges do not include taxes, fees, or regulatory surcharges that may be assessed on the Services (“Taxes”), and Customer will be responsible for all such Taxes (excluding any taxes assessed on Company’s net income or property). As to any effective Order, Company will not increase any NRCs, MRCs or ARCs during the Service Term but may, upon notice to Customer, adjust any such NRC, MRC or ARC to Provider’s then-standard rate following the expiration of the Service Term.
3. PAYMENT. (a) Charges shall consist of one or more of the following: Non-recurring charges consisting of the one-time equipment charge (“NRC”), monthly recurring charges (“MRC”) (or annual recurring charges (“ARC”), as applicable), and usage charges (“Usage”).
(b) Company will invoice Customer for all applicable Charges at the billing address specified in the Work Order, as follows:
1st Payment: Company shall invoice for the MRC/ARC (as applicable) and, in the case of Services requiring premise equipment and installation, Company shall also invoice Customer for 50% of the applicable NRC.
2nd Payment: Company will invoice Customer for remaining 50% NRC.
(c) The 1st and 2nd Payments will be triggered pursuant to Section 4.
(d) Company shall invoice Customer for Usage charges as they occur at the rates set forth in the Order. Upon request by Customer, Company will supply additional equipment and Professional Services at the rates quoted by Company and accepted by Customer. “Professional Services” may include additional on-site visits, replacement, adjustment or repair of the premise equipment, equipment and tool rental, conduit installation/materials, additional programming, engineering and expenses.
All invoices are due net 30 days from the date of the invoice. Amounts not paid when due will accrue interest at a rate of 1½% per month or the highest amount permitted by applicable law, whichever is less. Payments will be applied first to past due amounts and then to late charges. Customer shall reimburse Company for all reasonable costs and expenses, including but not limited to attorneys’ fees and court costs.
If Customer disputes all or any portion of an invoice, it will notify Company of the dispute within 15 days of the date of the invoice and will include with such notice all applicable documentation supporting Customer’s dispute. In the event of such a dispute, the parties will each designate an authorized representative to meet (in person or via telephone) and discuss the dispute in good faith, such meeting to occur within 15 days of the date of Customer’s dispute notice. To the extent the dispute is resolved in Customer’s favor, Company will credit the applicable amount on Customer’s next invoice, and to the extent the dispute is resolved in favor of Company, Customer will deliver payment of the disputed amount (together with applicable interest) within 5 business days’ of the meeting. If Customer does not dispute an invoice within the timeframes and otherwise in accordance with this subsection, the invoice will be payable in full and Customer will be deemed to have waived any right to dispute the invoice.
Company may, on the basis of a credit review or Customer’s past payment history, require Customer at any time to provide a reasonable deposit or letter of credit as security for future payment. Customer will provide such security in the form and amount requested by Company within 10 business days’ of Company’s request therefore.
4. INSTALLATION AND COMMISSIONING. It is Customer’s responsibility to notify Company when it is ready for installation of the equipment and commissioning of the Services. To begin the installation, Company and Customer shall schedule a kickoff call to define the scope of the implementation of the Services (“Kickoff Call”). By the end of the business day of the Kickoff Call, Company will have set up the toll-free numbers included in the Services and assigned to Customer’s account. Company will invoice Customer for the 1st Payment upon the earlier of the completion of the Kickoff Call or 30 days from the date of the Order.
After the Kickoff Call, Company shall deliver the TRIAD system to Customer. Customer will notify Company when it is ready for installation of the satellite equipment. Customer is responsible for providing all necessary and/or reasonably requested access rights, space, and power for Company’s facilities and equipment. Once the satellite equipment is installed, Customer is responsible for coordinating with Company to connect TRIAD and to perform the test call(s). Upon a successful test call (“Test Call”), installation will be deemed completed. Company will invoice Customer for the 2nd Payment upon the earlier of completion of the successful Test Call or 30 days from the date of the satellite installation.
5. TERM & TERMINATION. The Term of this Agreement shall begin on the contract signature date and continue for the Term Agreement Length on Page 1. The Term will automatically renew for one year at the end of the current term unless Customer provides 30 days advance written notice to Company. Customer or Teleira may terminate this Agreement for Cause (defined below) if written notice specifying the Cause for termination and requesting correction is given to the other party and the cause is not corrected within 90 days. Written notice must be sent to firstname.lastname@example.org. Cause is any material breach by Teleira or Customer under this Agreement for a significant reason, including non-performance or inadequate performance, based upon prevailing industry standards. For payment of invoices, “Cause” shall mean Customer’s failure to pay any invoice within thirty (30) days after the date of the invoice. If Teleira terminates this Agreement for Cause or Customer terminates this Agreement WITHOUT cause, Customer shall pay an early termination charge equal to 50% of the Recurring Charges multiplied by the number of months remaining in the Term.
Return of Equipment: Upon termination of this Agreement the Customer must return the TRIAD to Teleira if one has been provided. An RMA must be requested and provided before the TRIAD is shipped to Company. Teleira will pay for return shipping at that time.
6. SERVICE SUSPENSION/MAINTENANCE. Teleira may, from time to time, suspend Services for routine maintenance. Whenever possible Teleira will give Customer advance notification.
If Teleira provides any on-site equipment, that equipment will be covered by a 12 month warranty. After expiration of the equipment warranty, it will be the Customer’s responsibility, at that time, to pay for any equipment replacement, unless additional maintenance is purchased in the Services section on page 1 (one) of this Agreement.
7. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. Customer acknowledges that availability of Services shall be on a first-come first-served basis and Teleira makes no representation or warranty with respect to the availability of Services at any particular time. Teleira shall not under any circumstance be liable to Customer for any lack of availability. Teleira SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT OR LOSS OF TELEIRA PROVIDED PREMISE EQUIPMENT AFTER DELIVERY. In no event shall Teleira be liable for the acts, omissions, or delays imposed by third-party vendors insofar as Teleira has made reasonable efforts to obtain the necessary services on a timely basis. IN NO EVENT SHALL Teleira BE LIABLE FOR THE ACTS, OMISSIONS, AND/OR DELAYS CAUSED BY THE INABILITY OF CUSTOMER’S TELEPHONE PROVIDER/CARRIER TO FORWARD/TRANSFER CALLS. Any Teleira liability to Customer for damages of any kind under this Agreement shall not exceed, in amount, a sum equivalent to the applicable out-of-service credit. Remedies under this Agreement are exclusive and limited to those expressly described herein. THERE ARE NO WARRANTIES; EXPRESS OR IMPLIED AS TO ANY Teleira SERVICES, RELATED PRODUCTS, EQUIPMENT, SOFTWARE OR DOCUMENTATION. Teleira SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON INFRINGEMENT OF THIRD PARTY RIGHTS.
8. ASSIGNMENT. Customer may assign this Agreement with the prior written consent of Company, which consent shall not be unreasonably withheld or delayed.
9. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.
10. FORCE MAJEURE. If performance by Teleira of any obligation under this agreement is prevented, restricted or interfered with by causes including without limitation, failure or malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strikes, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then Teleira shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference.
12. ADDITIONAL PROVISIONS. The parties agree that a digitized (electronic) copy of the executed Agreement shall be the same as an original copy. In addition to any provisions that by their nature would survive, Section 6 shall survive termination, cancellation or expiration of this Agreement.
13. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement and all rights hereunder or related in any way hereto shall be governed and construed by the laws of the State of Utah and it is further agreed that venue and jurisdiction for any disputes, claims or damages shall reside solely within this state.
Teleira Critical Communications (“Teleira”) offers this warranty coverage for our products that Teleira has sold directly to the applicable End User seeking coverage. Warranties are not transferable.
Hardware Warranty – Teleira warrants to our End User that all hardware products sold by Teleira to our End User will be free from defects in workmanship and materials under normal use during the warranty period specified below. If it appears that any product or part thereof contains a defect in materials or workmanship, and End User notifies Teleira in writing within the warranty period, Teleira shall, at End User’s option, and as its sole and exclusive remedy, repair such defective product or part or deliver to End User an equivalent Product or part to replace such defective item as long as the Product or part thereof meets the published product specifications. Replaced or repaired components, subassemblies or units and spares are warranted under the terms of this warranty for ninety (90) days or the balance of the original warranty period, whichever is longer.
Teleira warrants to our End User that our software programs licensed hereunder will perform in substantial conformance to the applicable program specifications during the warranty period specified below. Teleira warrants the media containing the software against failure and that it is free from defects in materials and workmanship. During the warranty period, Teleira warrants that it will not intentionally introduce into the software any protection feature designed to prevent its use. It is further acknowledged that software, in general, is not error-free and the parties agree that the existence of such minor errors does not mean it does not perform in substantial conformance to the applicable program specification.
It is explicitly acknowledged, for the avoidance of doubt that, VoIP equipment in general is not one hundred (100%) percent secure and Teleira assumes no liability under this warranty for any damage suffered whether by End User or any end user because of encroachments or other activities by unauthorized parties. The warranty does not apply to damaged or defective products or parts when caused by improper use, abuse, incorrect installation, mismanagement, normal “wear and tear”, faulty storage or by using the products outside the specifications detailed in manuals and documentation relating to the products, or outside the carrier’s conditions of carriage or other handling stipulations.
Warranty Term – One (1) year calculated from the date of purchase. Only applicable for products purchased by End User directly
The foregoing warranties shall be void and of no force or effect if (i) the product is modified by any person other than an employee or subcontractor of Teleira (ii) is installed, operated or maintained in any manner that is inconsistent with its intended purpose (iii) the external housing is opened or tampered with, or (iv) the product is subject to any abuse, negligence or misuse, including without limitation physical or electrical abuse or stress, or exposure to water or fire.
LIMITS ON LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, THE WARRANTIES AND REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TELEIRA’S WARRANTIES HEREIN RUN ONLY TO END USER OF TELEIRA. TELEIRA NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS, AND TELEIRA MAKES NO WARRANTY WHATSOEVER FOR ANY NON-STANDARD PRODUCTS SUPPLIED BY IT HEREUNDER.