Voice Terms & Conditions
Keystone Voice Hosted PBX Agreement Terms and Services
- KeyStone Solutions, LLC (hereinafter “Company”) shall provide Customer Hosted PBX / Voice Services according to the terms and conditions of the Keystone Voice Hosted PBX Contract (hereinafter “the Contract” and/or “the Agreement”) entered into by Company and Customer.
- Term and Renewal:This agreement is effective on the date identified on the Contract as the date the parties entered into the Contract and will continue for the term specified on the Contract pursuant to the provisions below or when replaced with a new contract (“the Term”). Upon expiration of the Term, this Agreement will automatically renew on an annual basis (“Renewal Term”) until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate the monthly services as identified in the Contract (hereinafter “Services”), Company shall have the option of continuing to provide such Services on a month-to-month basis, priced at the Company’s then current monthly rates.
- Charges for Services:Billing and Payment. Customer is responsible for paying all charges that apply to the Services as described in the Contract or those used on a per-use basis by Customer, including, but not limited to, items such as features, installation, labor, and repair. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services. These taxes, surcharges, fees, and assessments may change during the Term. Company will bill Customer monthly for the Service. All bills are due and payable upon receipt and must be paid per ACH. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by the Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the date of the Contract. If Customer authorizes payment by credit or debit card, then Company will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing.
- Disputes:To dispute a bill, Customer must do so in good faith and deliver to Company in writing the specific basis for dispute within sixty (60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. Each party has the right to discuss issues directly with the other party and Company may refuse to discuss issues through Customer’s external representative.
- Partial Payments:Late Payments. Company may accept any payments Customer marks as being “payment in full” or that Customer marks as being a settlement of any dispute without waiving any rights Company has to collect the full payments from the Customer. Customer is responsible for paying all costs and fees Company incurs as a result of collecting Customer’s unpaid charges. If Company does not receive full payment when due or does not receive payment in immediately available funds, Company will add a late fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law.
- Credits and Deposits:Customer authorizes Company to ask credit-reporting agencies for Customer’s credit information. Company may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services, Customer is late on payment, or Customer’s credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Company at its discretion may apply the deposit to any amount due and unpaid by Customer.
- Services Location:Moves. Customer is responsible for providing an environment that is suitable for the Services. Customer shall provide Company with the correct address to obtain Services. Company relies on such information to determine which taxes, fees, surcharges, and assessments apply to the Services. If the Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments, and penalties related thereto. Customer will notify Company if Customer’s address changes, in which case Company may either (a) terminate the affected Services, or (b) allow customer to provide sixty (60) days’ advance notice to Company to move Services to a new location and pay any applicable installation and/or moving charges. Charges, including reasonable administrative costs and fees incurred by Company may apply as a result of Customer’s move, in addition to a change in Monthly Recurring Services (hereinafter “MRSs”).
- Keystone Solutions-Provided Equipment:Any equipment installed by Company on Customer’s premises that is not the subject of a direct sale to Customer shall remain at all times the property of. Equipment shall remain in good condition, less normal wear and tear. Company shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Company for the cost of any necessary repairs. Customer shall provide Company reasonable access to the equipment for the purposes of repair, maintenance, removal or otherwise. If Company does not have access to Customer’s premises within thirty (30) days after Customer terminates this agreement, or if Company requests Customer return the equipment to Company within thirty (30) days of termination, Customer shall pack and ship the equipment in such way so as to limit and/or avoid damage to the equipment. If the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Company and ensuring such equipment is compatible with Company’s network.
- Disconnection or Current Provider; Special Construction; Third Party Charges:Customer is solely responsible for discontinuing services with its current service provider. Company is not responsible for any charges assessed against Customer by such provider. Company will fully cooperate with the existing provider for onboarding. Customer shall pay all charges if Company or a third-party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Company specifically agrees in writing to undertake equipment installation of the services Company shall have no responsibility for maintenance or repair of same.
- Termination:Either party may terminate this Agreement by providing at least thirty (30) days’ notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this agreement and such other party fails to cure within thirty (30) days after written notice. Customer must submit a termination request by letter to the Keystone Corporate address at 3855 Ocoee Street North, 4th Floor Cleveland, TN 37311.Non-payment Clause – Notwithstanding the foregoing, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer’s right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Company and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Company may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Company; (b) Customer uses the Services in an adverse manner that affects Company network or other customers; (c) Customer or others have used the Services fraudulently or unlawfully while on Customer’s premises or via Customer’s equipment or while services are under Customer’s control; (d) there otherwise occurs an event for which Company reasonably believes that the suspension or termination of Services is necessary to protect Company or Company’s other Customers from an imminent and significant operational, financial, or security risk, in which case Company will provide advance notice if practicable; (e) Customers or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of services; (f) Customer resells any Services or uses the Services to aggregate another persons’ traffic; (g) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other type of provider; (h) Customer fails to comply with any applicable regulations or statues and does not cure such failure to comply within ten (10) days of receiving notice from Company; (i) Customer impersonates another person, uses obscene or profane language, or is abusive or harassing when communicating with Company representatives, and fails to stop behavior after receiving a written or verbal warning from Company; or (j) for fixed wireless customers, Customer fails to comply with the Customer Responsibilities as defined below. Prior to installation of Services, Company may attempt to verify the availability of facilities, and in the event Company determines in its sole discretion that the facilities are not economically or technically feasible, Company has the right to terminate this Agreement without liability.
- Effect of Termination:Post-Installation— Customer understands that Company’s rates are based upon Customer’s commitment to purchase services for the Term or the Renewal Term. If the Customer terminates this Agreement or any Services provided pursuant to the Agreement after installation, or during the initial Term or the Renewal Term for any reason other than for cause, or as a result of the Company’s termination for Customer’s breach, Customer shall pay to Company liquidated damages in an amount equal to one hundred percent (100%) of the Monthly Recurring Charges (hereinafter “MRCs”) applicable to the terminated services, multiplied by the number of months remaining in the then current Term or Renewal Term. Customer acknowledges that actual damages would be difficult to determine, and such liquidated damages represent a fair and reasonable estimate of the damages which may be incurred by Company, including, but not limited to actual expenses incurred by Company to initiate or terminate the Services, third party costs, use of limited network resources, installation charges which were waived, and any discounts or credits that were applied. If Customer’s proposal includes Monthly Minimum Charges or Fees (hereinafter “MMCs” or MMFs”) and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the liquidated damages set forth above. If Customer’s proposal does not include MMC or MMF and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the liquidated damages set forth above. Additionally, if Customer received a bundled rate for disconnected Service(s), Customer’s charges may be adjusted by Company to the unbundled service rates.
- Limitation of Liability:For purposes of this section, and any subsequent sections describing indemnity, disclaimer, warranties, or emergency/critical lines, “Company” shall include Company’s officers, directors, shareholders, employees, agents, subcontractors, vendors, and any entity which resells services on behalf of Company. Company liability for services provided pursuant to this Agreement shall not exceed the lesser of: (a) Customer’s MRCs during the period in which the damage occurs; or (b) Customer’s MRCs multiplied by six (6). If Customer’s service is interrupted, Company’s liability will be limited to pro-rata credit for the period of interruption. Customer agrees that the pricing of services reflects the intent of the parties to limit Company’s liability as provided herein. Under no circumstances will Company be liable for any accident or injury caused by Services, any incidental, special or consequential damages (including, but not limited to, lost profits, lost business opportunities, business interruption, and/or loss of business data), any punitive or exemplary damages, the cost of alternative services, or attorney’s fees. Company is not responsible for all usage, charges, and liability incurred for such loss, misuse, theft, or the result of fraud of services while in Customer’s control, regardless of whether/when Company notifies Customer of increased usage. Entry onto Company’s premises is at the Customer’s own risk and Company assumes no liability whatsoever for any harm arising from any cause other than Company’s gross negligence or willful misconduct resulting in personal injury to Customer during such visit. Company is not responsible if equipment is lost, stolen, or misused, except if solely due to Company’s gross negligence or willful misconduct. Customer is responsible for all loss incurred for misuse, mishandling, or provisioning of Customer equipment incompatible with the services, changes made to the services by Customer, or a third party not authorized to make changes, or by Company at the direction of Customer. Under no circumstances shall Company be responsible for any third party equipment. To the extent Company is liable for damage to, or loss of, Customer equipment, such liability will be limited to the then current book value of the damaged equipment. Each party is responsible for obtaining and maintaining insurance for the equipment and property it owns with coverage amounts consistent with industry standards. Customer acknowledges and agrees that Keystone’s SIP and Hosted PBX service is internet based (VoIP) and that 911 services are different than that of traditional wireline services. For basic 911 or E911 to accurately route to the appropriate emergency responder, the customer must provide the TN associated with the SIP trunking service for the registered address. Customer acknowledges that Keystone VoIP service may not support basic 911 or E911 dialing in the same manner as traditional wireline phone service. Customer acknowledges and agrees to inform all employees, guests, and other third party persons who may use the service that basic 911 and E911 services will not function in the case of a service failure for any of the following reasons: (a) Power failures; (b) suspended or terminated broadband service; (c) suspension of service due to billing issues; and (d) Any other service outages not described herein. Customer further acknowledges that failure to provide a correct physical address in the requested format may cause all basic 911 or E911 calls to be routed to the incorrect local emergency service provider. Furthermore, customer recognizes that the use of the service from a location other that the location to which the service was ordered may result in basic 911 and E911 calls being routed to the incorrect local emergency service provider. Customer acknowledges and agrees that Company, it’s officers, employees, underlying carriers, or any other third parties involved in the routing, handling, delivery, answering, or responding to emergency calls, maybe not be held liable for any claim, damage, loss, fine, penalty or cost (including, without limitation, attorney fees) and Customer hereby waives any and all such claims or causes of action, arising from or relating to the provision of all types of emergency services to Customer. Customer further agrees and acknowledges that it is indemnifying and holding Company harmless from any claim or action for any caller placing such a call without regard to whether the caller is an employee of the Customer. Customer acknowledges and agrees to hold harmless and indemnify Company from any claim or action arising out of misroutes of any 911 calls, or whether local emergency response centers or national emergency calling centers answer a 911 call or how the 911 calls are handled by any emergency operator including operators of the national call center. The limitations apply to all claims regardless of whether they are based on breach of contract, breach of warranty, product liability, tort, and any other theories of liability.
- Indemnity:Customer will defend, indemnify, and hold harmless Company from and against all claims arising out of or in connection with (a) any failure by Customer or Customer’s end users to comply with Company’s acceptable use policies or applicable law; or (b) claims of ownership or superior right to Customer equipment or other intellectual property by a third party.
- Force majeure:Company shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to perform hereunder caused by any event beyond its reasonable control, including but not limited to: (a) cable cuts or common carrier delays; (b) actions, failures to act or delays by Customer or others authorized by the Customer to use Services; (c) failure or unavailability of power, equipment, materials, services or systems not provided by Company including but not limited to other providers’ networks and interconnections to or from and connectivity with other Internet Service Providers’ networks; (d) Customer owned or rented equipment or facilities (i.e., Customer’s PBX, Local Area Network (LAN)); (e) during any period in which Company or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (f) maintenance (planned or emergent) or implementation of a Customer order that requires a Services interruption (Company reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames; (g) when a service outage has not been reported to Company or where there is a trouble reported, but no trouble found; (h) labor difficulties, governmental orders, civil commotion, acts of God, and other circumstances beyond Company’s reasonable control; (i) global pandemics; and (j) spectrum interference, electrical storms, heavy precipitation, or excessive weather conditions.
- Emergency. Critical Lines:Customer acknowledges that certain services may not provide access to 911 or transmit the location or extension if customer attempts to access 911 in an emergency. Examples include voice over Internet protocol (“VolP”), VoIP Applications for Android, and iOS phones, and private branch exchange. Additionally, because Broadband connections and VolP can cease operating during a power outage, Customer should have a basic business or copper line for any elevator, alarm system, E911, and other critical functions. When using VolP service or VoIP Applications, Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that the Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension, or other information to emergency authorities.
- Miscellaneous:(a) Notices and Electronic Communications: Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer’s proposal or to Company at Keystone Solutions, LLC, 3855 Ocoee Street North, 4th Floor Cleveland TN 37311 or at such other address provided to the other party. Customer disconnection requests must be initiated by mail to the address listed in the previous sentence. Customer agrees that Company may send electronic messages to Customer concerning Company services; (b) Applicable Law and Venue: This Agreement is subject to the laws of the State of Tennessee. The parties agree to submit to the exclusive jurisdiction of the Circuit Court of Bradley County, Tennessee for any and all conflicts arising from this Agreement. The prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. The parties expressly waive the right to remove any litigation arising from this Agreement to Federal Court; (c) Statute of Limitations: No claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timeframe for disputes described in Section 4; (d) Assignment: Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Company with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Company advance written consent. Any Attempted assignment in violation of this provision is void; (e) Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (f) Publicity: Customer agrees that Company may publicly disclose that Company is providing Services to Customer and may include Customer’s name in promotional materials, including press releases; (g) Waiver: Either party’s failure to enforce any right or remedy available under this Agreement is not a waiver; (h) Severability: If any part of this Agreement is found by a court to be invalid, the remainder of the Agreement shall remain in effect; (i) Handwritten Changes: Handwritten changes are not binding on either party; (j) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services, or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Company’s request, Customer shall sign written assurances and other export-related documents as may be required for Company to comply with U.S. export regulations; (k) Representation on Authority of Parties/Signatories: Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and that the Agreement is valid and legally binding on such party and enforceable in accordance with its terms; (n) Confidentiality: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Company that are negotiating with Customer in order to execute this Agreement.
- Fair User Policy:Company evaluates Customer usage in comparison to other customers on similar products. Because over 98% of Company’s calling plan customers use less than 1000 minutes per month per call path, a customer’s aggregate usage may be considered outside of normal use if it exceeds 1000 minutes per month. Company reserves the right to charge $0.02 per minute for any line or business extension that exceeds 1000 minutes per month as an aggregate of call paths. (Example: 10 call paths at 1000 minutes per path, aggregate total is 10000 minutes.)
- Fraudulent Call and Network Security:Customer shall manage without limitation the integrity of the traffic egressing Customer’s network and is responsible for the security of the Customer’s phone system and local area network (LAN). Customer shall manage and correct as necessary any fraudulent calling patterns or calling patterns perceived as fraudulent that my harm or adversely affect Company or its network and customers shall use best efforts to prevent and detect network looping. With services inclusive of long distance calling, all unauthorized domestic and international usage and subsequent charges incurred by the Customer as a result of hacking or intrusion into the Customer’s phone system or LAN are the sole responsibility and liability of Customer. In the event that Customer fails to comply with the requirements described above, Company shall maintain the right (but not the obligation) to take protective action against Customer in order to protect Company’s egress network which protective action may include, without limitation the temporary blocking of Customer’s traffic until the applicable problem is resolved (in Company’s reasonable discretion). Company agrees to notify Customer during business hours if such an action will be taken. If such an action is required outside of business hours all reasonable efforts will be made to notify Customer of said action taken. Customer Acceptance and Acknowledgment: By signing Customer accepts and acknowledges that Company makes no warranties, express or implied, for the Company’s service (including Company’s supplied premise equipment) provided under this agreement and specifically disclaims any warrant of merchantability or fitness for a particular purpose. Company does not warrant that the service will be uninterrupted or error-free, or that the service will meet the Customer’s requirements or that the service will prevent unauthorized access by third parties. Company exercises no control over, and hereby disclaims any responsibility for, the accuracy and quality of any information transmitted with the use of the service. Customer hereby expressly assumes the risk of its or its customers’ use of any information transmitted via the service. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement and the Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or written representation other than what is contained in this Agreement. This Agreement may only be modified, or any rights under it waived, by a separate written document executed by both parties. Customer may not assign this Agreement without Company’s prior written consent. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Agreement headings are provided for reference purposes only.
- After Hours Support:Company shall provide Customer After-Hours Support at using their best efforts. Company monitors after hours support requests via phone calls and voicemails only. Company will offer best effort support after normal business hours for any critical or emergency situations.
- Standard SLA (Service Level Agreement):Company commits to respond to Customer’s requests for service between the hours of 8AM to 7PM (Eastern) Monday through Friday as follows: System Down/Critical Issue (Customer is unable to do business at the location(s) affected without a known work-around)
- Time to Acknowledgment: .5 hours
- Time to Resolution Plan: 02 hours from Acknowledgment
- Time to Resolution: 24 hours from incident creation
All other Issues
- Time to Acknowledgment: 02 hours
- Time to Resolution Plan: 04 hours from Acknowledgment
- Time to Resolution: 48 hours from incident creation
SLA Non-Performance by Company is subject to a discount of monthly service charges to be negotiated by both parties.
Off hours calls are handled by Customer leaving a voicemail. The voicemail is to be heard and call returned within 60 minutes up to 10pm EST, including weekends. This is an after-hour service and is not subject to the SLA.
- Non-Agreement Services:Any services or work requested outside of this agreement will be performed through a Statement of Work (SOW) and will not be part of this Agreement.
- Adds and Removes:Adds and Removes will be accomplished by a Change Ticket in Company’s ticketing system. Each add or remove will require written approval from and authorized user of Customer. Adds and Remove requests will be processed at the prices agreed upon in this agreement.
- Contacts:Customer will be assigned an Account Manager as the main point of contact for the Customer. Contract trees for Company will be provided for emergency situations.
- Firewall as a Service (FaaS): If this product/service was chosen by the Customer, it will be billed at the pricing set forth in a formal quote provided to customer him. Firewall as a Service carries the same term as the term of this agreement. Firewall as a Service(Faas) is an advanced enterprise level firewall that is billed monthly rather than sold upfront. It provides network, phone service, support, monitoring and security enhancements.If selected, this will be billed on a separate monthly invoice.