Terms and Conditions
The Terms and Conditions described herein, hereafter “Terms and Conditions,” apply to all CloudNet Group services from CloudNet Group including all optional features and related services, hereafter referred to as “the Service,” as provided to a customer of CloudNet Group, hereafter referred to as “the Customer.”
Section 1: Payments and Charges
The Customer’s Initial Payment for the Service will be due upon the processing of the Customer’s 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 Customer’s 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 HI. 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 changes.
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 CloudNet Group 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 $10 or 1.5% of the account balance per month, whichever is greater, 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. In 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 $75. In the event Service is disconnected due to non-payment. Customer grants CloudNet Group 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 CloudNet Group. However, it is the Customer’s responsibility to confirm whether the number(s) are in the local calling area of the Customer. CloudNet Group 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 CloudNet Group 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 CloudNet Group 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, CloudNet Group has a responsibility to inform its customers that by not providing CloudNet Group the Customer’s current address, all 911 calls made through CloudNet Group service from a softphone may not be transferred to an emergency center near the Customer. Instead, 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 CloudNet Group with the Customer’s current address every time the softphone or mobile device is used from a fixed location. CloudNet 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 Issues – Scope of Responsibility
In the event of any service issues, CloudNet Group will assist the Customer with troubleshooting the problem’s source. However, some elements key to proper performance, including LAN, wiring, power, firewall, CPE, and ISP, are beyond the scope of CloudNet Group’s responsibility to effect repairs. The sole exception to the above is in the case where CloudNet Group is providing the Customer with a Managed Router, whereupon the CPE and ISP do fall within the scope of CloudNet Group’s responsibility. While CloudNet Group 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 IT vendor. CloudNet Group can travel on site to resolve issues outside the scope of our responsibility; such support would be subject to standard CloudNet Group service call rates and charges. Some WAN issues, such as poor performance by Internet providers, are not the direct responsibility of CloudNet Group. However, in these cases, CloudNet Group will assist the Customer, their Installer, and/or the Customer’s 3rd-party IT vendor in working with any such providers to eliminate these issues. CloudNet Group can travel on site to resolve issues outside the scope of our responsibility; such support would be subject to standard CloudNet Group service call rates and charges of 185.00 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 CloudNet Group 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. In the event that CloudNet Group 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 CloudNet Group harmless from all arbitration, court and attorney’s costs and fees. CloudNet Group 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 CloudNet Group, cause any type of activity or load which is incompatible with CloudNet Group’s network, causes quality of service issues, or otherwise impairs the ability of CloudNet Group 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, CloudNet Group 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. CloudNet Group 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 CloudNet Group by the Customer, CloudNet Group will pass on to the Customer any applicable manufacturer’s warranty with respect to such equipment. For warranty repairs contact CloudNet Group customer service.
EXCEPT AS PROVIDED ABOVE, CloudNet Group 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. IN ADDITION, CloudNet Group 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 CloudNet Group 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. CloudNet Group reserves the right to interrupt the Service for maintenance and systems upgrades at its discretion. CloudNet Group 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 CloudNet Group. IN NO EVENT SHALL CloudNet Group 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 CloudNet Group OR OTHERWISE, EVEN IF CloudNet Group IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Section 10: Changes to Service and Terms and Conditions
CloudNet Group 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 CloudNet Group’s reasonable discretion. In 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 Identify Customer
It is specifically agreed that CloudNet Group may identify the Customer as a customer of CloudNet Group and include the Customer’s name and any applicable logo in CloudNet Group’s marketing materials that identify CloudNet Group’s customers. Customer may request at any time that CloudNet Group not use the Customer’s identity in marketing material at any time.
Section 12: Contract Term and Cancellation
You are entering into a “Term” agreement to maintain the Services for the period of time indicated on the “Order” that was signed to establish the Service. If 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. If customer experiences service interruptions or service related problems that CloudNet Group 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.
A written notice of intent not to renew Agreement for any CloudNet Group provided service, with the exception of Telax, is required thirty (30) days prior to the Term expiration. If written notice is not provided, the Term shall automatically renew for subsequent periods of the same length as the Initial Term. Services for the Current Term shall be priced at CloudNet Group’s current monthly rates upon expiration of the Initial Term.
A written notice of intent not to renew a Telax Agreement is required sixty (60) days prior to the Term expiration. If written notice is not provided, the Term shall automatically renew for subsequent periods of the same length as the Initial Term. Services for the Current Term shall be priced at CloudNet Group’s current monthly rates upon expiration of the Initial Term.
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 CloudNet Group in Phoenix, Arizona and specifically consents to service of process being effectuated by certified mail at the Customer’s address. In 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. In 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.
The Federal Communications Commission (“FCC”) requires Cloudnet Group, like all Voice Over Internet Protocol (“VoIP”) service providers, inform its customers of any differences between the E911 access capability available with Hosted VoIP as compared to the E911 access capability available with traditional telephone service. (A copy of this FCC order is available at http://www.fcc.gov/cgb/voip911order.pdf.) We ask that you carefully read this E911 Disclosure Addendum and understand how these differences affect your ability to access E911 services. If you have any questions or concerns about the information contained in this notice, or if you do not understand anything discussed in this notice, please contact our Customer Service representatives at 480-745-3900 during the hours of 8 a.m. to 5 p.m. Arizona time, Monday – Friday.
The FCC’s E911 VoIP decision also requires CloudNet Group to obtain and keep a record on file showing that your company has received and understood this E911 Disclosure Addendum. Please respond IMMEDIATELY to this Addendum.
If you fail to acknowledge to the 911 disclaimer, we may be required by the FCC Order to suspend your service until we do receive your acknowledgment.
By using CloudNet VoIP Services you agree to the terms of this 911 Disclaimer in the CloudNet Group Quote and Order, you are affirmatively acknowledging that (1) you have read and understood this E911 Disclosure Addendum, (2) you understand that you may not be able to contact emergency services by dialing 9-1-1 using Hosted VoIP, and (3) you understand that you must inform users of Hosted VoIP that they may not be able to contact emergency services by dialing 9-1-1 using Hosted VoIP.
You may obtain a copy of the FCC regulation and accompanying E911 VoIP decision in Docket No. 05-196 at the following link: http://www.fcc.gov/cgb/voip911order.pdf.
HOSTED VOIP E911 SERVICES MAY NOT OPERATE DURING A POWER OUTAGE.
Although the Integrated Access Device (“IAD”) CloudNet Group placed on your premises may be equipped with back-up battery power, in the event of a commercial power outage lasting longer than the IAD battery life, the IAD will lose power causing a loss of voice and data service, including access to E911 services. Once power service is restored, you may be required to reset or reconfigure your equipment before you will be able to use Hosted VoIP to contact E911 services. You are responsible for providing an uninterruptible backup power supply if you wish to ensure continued operation of electrical equipment in the event of a power outage.
HOSTED VOIP E911 SERVICES WILL NOT OPERATE IF YOUR BROADBAND CONNECTION IS DISRUPTED OR Hosted VoIP HAS BEEN SUSPENDED FOR ANY REASON, INCLUDING, FOR EXAMPLE, NON-PAYMENT.
Once your broadband connection and Hosted VoIP have been restored, you may be required to reset or reconfigure your equipment before you will be able to use Hosted VoIP service to contact E911 services.
YOU MUST PROVIDE CloudNet Group WITH YOUR CORRECT SERVICE ADDRESS OR Hosted VoIP E911 SERVICES CALLS MAY BE ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST YOU.
If you notice that the service address information identified in your contract or bill is inaccurate, you can make corrections by calling our Customer Service representatives at 480-745-3900 during the hours of 8 a.m. to 5 p.m. Arizona time, Monday – Friday.
HOSTED VOIP E911 SERVICES CALLS MAY NOT COMPLETE OR MAY BE ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST YOU IF YOU DISABLE, DAMAGE OR MOVE THE IAD TO A LOCATION OTHER THAN THE SERVICE ADDRESS YOU PROVIDED TO CloudNet Group WHEN SERVICE WAS INITIATED.
If you wish to move to a new service address or report damage to your IAD, please call CloudNet Group Customer Service at 480-745-3900 during the hours of 8 a.m. to 5 p.m. Arizona time, Monday – Friday.
HOSTED VOIP E911 SERVICES CALLS MAY BE DELAYED OR DROPPED DUE TO NETWORK ARCHITECTURE.
Due to network congestion or problems, calls to E911 services made using Hosted VoIP may be dropped, in which case you will not be connected to emergency services, or your E911 calls may take longer to connect than E911 calls made using traditional telephone service.
IN ADDITION, YOU SHOULD MAINTAIN ALTERNATE MEANS OF CONTACTING E911 SERVICES AND YOU MUST INFORM YOUR Hosted VoIP USERS OF THESE ALTERNATE MEANS.