SALES & SERVICE AGREEMENT
1. Acceptable Use: Calling for extensions is based on normal use by the company. A combination of factors is used to determine abnormal use, included but not limited to: the number of unique numbers called, minutes used, and other factors. Stratus Telecom, LLC has sole discretion to determine abnormal use and reserves the right to terminate service with 10 day notice and/or invoice the customer at the applicable per minute rate for inbound and outbound calls.
2. Order and Invoicing of Service: The start date for billing is the date on which the customer orders Stratus Telecom, LLC’s service. Usage charges and any equipment and other nonrecurring charges, such as installation charges are billed in arrears. Fixed monthly recurring charges are billed in advance.
Any applicable taxes and surcharges will be included on each invoice. Customer will be invoiced every calendar month by email and will pay within fifteen (15) days of receipt of invoice.
3. Installation and Initial Troubleshooting of Service: If Customer wishes Stratus Telecom, LLC personnel to assist with and/or monitor installation of Service; this must be scheduled at least seventy-two (72) hours in advance. If Stratus Telecom, LLC personnel are enlisted to help debug, configure or otherwise assist Customer with the setup or functioning of any hardware, network and/or software other than Stratus Telecom, LLC’s Service applications beyond one hour, Customer agrees to pay Stratus Telecom, LLC at the rate of $125 per hour for such assistance, billed to the nearest half hour. Devices are shipped plug and play, on site installation is quoted upon request and done on an individual case basis.
4. Ongoing Support of Service: Standard response time for trouble support requests is four (4) hours during weekdays from 7AM to 10PM, US Eastern time, and six (6) hours during other times. Standard response time for adding, disconnecting or reconfiguring services is twenty-four (24) hours during weekdays and forty-eight (48) hours during weekends. Stratus Telecom, LLC will use best efforts to shorten response times in the event of an outage or serious service disruption caused by fault in Stratus Telecom, LLC’s services, but cannot guarantee to do so. If Stratus Telecom, LLC personnel are enlisted to help debug, configure or otherwise assist Customer with the setup or functioning of any hardware, network and/or software other than Stratus Telecom, LLC’s Service applications, Customer agrees to pay Stratus Telecom, LLC at the rate of $125 per hour for such assistance, billed to the nearest half hour.
5. Customer Obligations: A late payment charge of 1.5% per month, if allowed by law, may be assessed on amounts not paid in a timely manner.
Stratus Telecom, LLC reserves the right to interrupt service to customer for non-payment of fees, charges, or taxes after giving one (1) day faxed or emailed notice of said non-payment. Customer shall provide Stratus Telecom, LLC notice of any disputed charges in writing within sixty (60) days after the bill for such charge is rendered. Customer remains financially responsible for all charges incurred until such time as Customer’s Service has been disconnected from Stratus Telecom, LLC’s network, which will occur only after written notification of the removal request from Customer has been received by Stratus Telecom, LLC. Customer holds Stratus Telecom, LLC harmless and assumes full responsibility for any and all calls, authorized or unauthorized, that are placed or received via customer’s telecommunications system. Customer agrees that all calls made to any toll-free number(s) assigned to customer are the responsibility of the customer. No credits will be issued for wrong numbers dialed.
6. Stratus Telecom, LLC Service Level Agreement (SLA): Stratus Telecom, LLC’s goal is to make the Services available to Customer at least 99.9% of the time. Customer will receive a credit for Outages totaling over 90 minutes per month. An Outage is defined as an instance in which substantially all Customer locations or end-users are unable to use the services when such an Outage is: a) for more than 15 consecutive minutes, excluding outages relating to Stratus Telecom, LLC’s scheduled maintenance and upgrades; and b) is due to the Services substantially not functioning as designed, and not due to some other problem that is not Stratus Telecom, LLC’s responsibility, as defined herein. Upon Customer’s request, Stratus Telecom, LLC will issue a credit to Customer for Outages occurring during any calendar month that are reported by Customer to Stratus Telecom, LLC and confirmed by Stratus Telecom, LLC. Cumulative Outages of more than 90 minutes in any calendar month will be credited by one-thirtieth (1/30) worth of the monthly subscriber fees and usage billed to Customer in the previous calendar month, multiplied by each hour (or portion thereof rounded up to the nearest tenth (1/10) hour) of the cumulative duration of such Outages. For example, if during October cumulative Outages totaled 2 hours and for the month of September Customer was billed $1,000 in Fees + Usage, Customer would receive a credit of 2 x 1/30 x $1,000 = $66.67. The following are exceptions to this SLA, which will prevent Customer from receiving credits in connection with an Outage: a) Circumstances beyond Stratus Telecom, LLC’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, terrorist attack, sabotage, embargo, fire, flood, strike or other labor disturbance; b) Scheduled maintenance or upgrade; c) Internet DNS issues or major, wide-ranging Internet impairment outside of the direct control of Stratus Telecom, LLC; d) Customer’s acts or omissions, including without limitation, any negligence, willful misconduct, or use of the Stratus Telecom, LLC Network or Stratus Telecom, LLC services in breach of Stratus Telecom, LLC’s Terms and Conditions, whether such acts are performed by Customer or others authorized or permitted by Customer; e) Customer equipment or network problems. Notwithstanding anything in this SLA, the total amount credited to a Customer in connection with Outages in any month will not exceed the total Fees and Usage paid by Customer during that month. Each valid credit will be applied to a Customer invoice within two (2) billing cycles.
7. 911 Emergency Calling Service: Customer understands 911 Dialing is NOT automatic with VoIP service and that it must keep its 911 Address(es) accurate in order for Emergency Personnel to know where Customer locations are. To change an existing 911 address or add a new one, contact Customer Service and confirm with them that the change/add has been done. If the new 911 Dialing Address is not confirmed, Emergency Personnel may not be able to send assistance to the proper address promptly. If 911 is activated without an updated address there will be a charge of $195. VoIP service, including 911 Dialing, will not work if there is no electrical power or there is no Internet access. NOTE: 911 can always be called from a traditional landline phone or from a cell (mobile) phone. As the business owner or manager you are responsible to update your 911 address if there is any change, by emailing this completed form to firstname.lastname@example.org. There is a pass-through charge of $175 for each 911 phone call made from an unregistered number. You can also update your 911 information at https://stratustele.com/update-911/
8. International Service: Customer understands that he/she has activated telephone lines that may be capable of international calling. Customer understands that in the event that any services and/or customer equipment is tampered with, compromised or lost/stolen, customer agrees to take full responsibility and pay for any and all calls made from Customer’s equipment using the Stratus Telecom, LLC network, including international calls, whether authorized or not until such time as Stratus Telecom, LLC is notified of the situation or requested to deactivate the international calling feature on such lines using Stratus Telecom, LLC service. It is customer’s sole responsibility to notify Stratus Telecom, LLC of any and all changes in status on lines and/or travel cards. Customer agrees to keep strict security over long distance lines using Stratus Telecom, LLC services and understands any fraudulent use shall be Customer’s sole responsibility.
9. Limitations of Liability: Customer acknowledges that Stratus Telecom, LLC shall not be liable for any consequential, indirect, special, incidental or other damages whatsoever arising from any failures, interruptions, delays, errors or deficiencies of services, facilities or equipment provided by Stratus Telecom, LLC pursuant to this Service Order. The liability of Stratus Telecom, LLC for any interruptions, delays, errors or defects in transmission, equipment or services shall be limited to an amount equivalent to the charges assessed by Stratus Telecom, LLC for the period of service during which such problems and/or outages occurred.
10. Fee and Rate Stability: During the period of this Agreement, Stratus Telecom, LLC guarantees that all listed Fees will remain unchanged with the exception of Fees for phone numbers outside of the U.S. and Canada. In addition, Stratus Telecom, LLC guarantees that all per-minute and per-call rates will remain the same for calls terminating or originating to the U.S. and/or Canada, but reserves the right to change rates for calls terminating or originating outside the U.S. and/or Canada on thirty (30) day notice to Customer.
11. Term of Agreement: This Service Agreement shall continue and be binding for a period of 36 months or equal to the current term of contract from the date of service commencement. At the end of the initial term, the Agreement and Service will renew for a period equal to the Initial Service Term (“Renewal Term”) unless terminated by Customer or Stratus Telecom. The Initial Service Term and any Renewal Term are collectively referred to as “Term”. In order to terminate the Service and Agreement, prior to renewal, Customer must provide Stratus Telecom with written notice forty-five (45) days prior to the Initial Service Term (or any subsequent Renewal Term) but no earlier than seventy-five (75) days prior to the expiration of such term. There is also an additional $55.00 charge per Telephone Number to cancel a port.
12. Revenue Commitment: This Service Agreement is based on a minimum Revenue Commitment of the MRC total listed above per month. Customer Agrees to pay Stratus Telecom, LLC the greater of their actual charges or the minimum Revenue commitment each month or in full at time of terminating service or reducing service below the minimum revenue commitment.
13. Suspension or Termination: Customer may terminate this Agreement without liability for a termination penalty if Stratus Telecom, LLC’s network quality does not meet industry standards, provided that all of the following conditions are met: (a) Stratus Telecom, LLC’s failure to meet industry standards must be attributable to facilities or causes within Stratus Telecom, LLC’s reasonable control; (b) Stratus Telecom, LLC is unable to resolve the problem within one (1) week after receipt of notice of problem in writing, and (c) Customer’s account balance must be current. If Customer terminates the Agreement for any other reason prior to the expiration of the then current term, Customer understands and agrees that it will be liable to Stratus Telecom, LLC for a termination penalty equal to the monthly revenue commitment multiplied by the number of pro-rated months remaining on the unexpired term and agrees to pay such sum immediately on demand.
This Service Agreement shall be governed, construed, and interpreted according to the laws of New Hampshire. Customer consents to the jurisdiction of the courts in New Hampshire to adjudicate any claim or action based on this Agreement and expressly waive any right to commence or defend such claim or action in any other jurisdiction.
Acceptance & Authorization by Customer
I accept the terms and conditions on all pages of this Service Agreement. I authorize Stratus Telecom, LLC to provide me with call origination and/or termination services over the Internet utilizing the services ordered by me. I represent that I am authorized to order these services on behalf of this account. I warrant that all information provided herein is correct to the best of my knowledge. I authorize Stratus Telecom, LLC to conduct a routine credit investigation (if deemed necessary) and I understand that any information obtained will be held strictly confidential and remains the property of Stratus Telecom, LLC whether or not credit is extended.