TERMS OF SERVICE
These Terms of Service govern the relationship between Slappey Telephone, Inc. (“STI”), an Alabama corporation, with offices at 4260 Cahaba Heights Court, Birmingham, Alabama 35243, and our Customers. STI is a provider of a broad range of data and various telecommunications services, software and/or hardware/equipment and Customer desires to purchase certain of these services (“Services”) from STI, and STI is willing to provide the Services to Customer pursuant to the rates, terms and conditions set forth in this Terms of Service, or in the applicable tariffs on file with federal and state regulatory authorities.
Customer acknowledges that STI will conduct a review of Customer’s credit rating, and that STI may require a security deposit. The amount of the deposit will be based upon the anticipated Monthly billing for the Services the Customer is ordering. The unused deposit, if any, will be refunded (based on tariff requirements) once this Agreement is terminated. The Services provided here under are subject to the rates, terms and conditions set forth in (1) applicable tariffs on file with the appropriate federal and state regulatory authorities (if the Service is tariffed), and (2) this Terms of Service. In the event of a conflict between the applicable tariffs and this Terms of Service, the tariffs will always take precedence for tariffed services.
Basic Agreement. STI sells services and maintains personal property and/or software pertaining to business communications. In addition, provides consulting and/or agent representative services relevant to business communications, including but not limited to, equipment, leasing, dial-tone, internet, data, networking, and long distance service. At the Customer’s request, STI may from time to time provide any one or more of the services offered to the Customer under the terms of service. Each such service provision will be referred to herein as a “Transaction Agreements.” STI does not guarantee, warranty, or propose any quality of service provided by any third party service provider, manufacturer or vendor; STI in its course of business serves as an advocate representative on behalf of the Customer as a support agent to aid the Customer in obtaining the highest quality and standard of service from all vendor relationships; It is further stipulated that any proposal, Performa, recommendation, or quote presented to the Customer by STI is based on information collected from external sources, including but not limited to the Customer, third party vendors and industry sources of a competitive and changing market place, and should not be considered as a guarantee.
Documentation. Unless otherwise mutually agreed in writing by STI and the Customer, each Transaction will be documented using the appropriate agreement amendment form(s), including supporting exhibits or third party documents if necessary.
Customer Consent. Customer consents to the assignment of any Customer equipment purchase or purchase order for equipment to the appropriate leasing entity if applicable. Customer agrees not to establish or retain any security interest in any equipment purchase funded through a leasing entity.
Agreement Conditions. STI has no obligation to enter into a Transaction agreement and will not be exposed or liable to the Customer or any third party vendor resulting from the Transaction, even if STI has issued a previous credit approval for the proposed Transaction, unless, the Customer accepts alternative resolution provided by STI that removes the exposure or liability.
Add-On Equipment or Services. A Customer may, at any time during the term of their agreement and as long as the Customer is not in default or delinquent regarding the terms of the agreement, add one or more items of equipment (“Add-On Equipment”) as described in the service(s). Pricing for any applicable Add-On Equipment or services will be billed in accordance to the mutually agreed transaction agreement(s).
Representations and Warranties. Customer represents, warrants and covenants to STI that delivery and acceptance of equipment and services in respect to each transaction: (a) Customer is duly incorporated. Customer is organized and validly existing under the laws of the state of its domicile; (b) all documents contained in each application and/or executed by Customer in connection with any relevant Transaction are legal, valid, genuine, duly executed by the Customer (if required by the terms the documents), and are enforceable with their terms; (c) there are no agreements between Customer and any other third party or associated vendor in connection with any Transaction; (d) no express or implied warranties have been made by STI to the Customer, except as contained and identified in an agreement; (e) In the event of a leasing entity, the leasing entity will have good title or a first priority security interest to all equipment, free and clear of all liens, claims, security interest and encumbrances on and as of the date of acceptance of the equipment under each Transaction; (f) Equipment will be delivered to the Customer’s address indicated in the applicable Transaction, properly installed (if applicable) and in good working condition according to specifications;
Employee Solicitation. The Customer understands that STI has substantial expense in terms of time and money spent for the advertising, screening, testing, training, and experience development of its personnel, in addition to, the consequential impact an employee may have on the revenue activity to STI and/or its Customers. Customer agrees not to solicit any employee and/or independent contractor without the expressed written consent of STI while in the employment of STI or within one (1) year after leaving employment of STI. Customer further agrees to compensate STI for liquidated damages no less than $20,000.00 relevant to the impact of the employee as documented by a Request for Liquidated Damages provided by STI.
Customer’s Obligations. Customer shall be required to provide adequate electrical power, a suitable cable access route, environment, and space for STI’s equipment and to pay for any damages caused to STI’s equipment by Customer’s negligence or willful acts or by fire, electrical or lightning surges or any other cause except STI’s equipment malfunction; Customer shall make STI’s equipment located on Customer’s premises available for maintenance in a timely manner; and shall pay STI’s charges for time and material resulting from problems which were caused by Customer or Customer’s equipment. Customer shall protect and defend STI’s title to any and all STI equipment located at or on the Customer’s premise at all times. Any STI equipment shall remain the property of STI and shall not become part of the real estate. Equipment and Installation. Neither party shall adjust, align, attempt to repair, relocate or remove the other party’s equipment except as expressly authorized in writing by the other party.
Payment and Cancellation. Payment for all charges and governmental taxes and assessments on the Service is due within thirty (30) days of date of invoice. In the event Customer fails to pay STI’s invoice in full on or before thirty (30) days after the due date, Customer shall also pay a late fee in the amount of the lesser of 1.5% of the unpaid balance per month or the maximum lawful rate. STI shall also have the right, after giving Customer ten (10) days’ written notice, to cancel or suspend all Services until Customer has paid any arrearages, including any late fees as specified herein. Written requests for billing adjustments together with all supporting documentation must be received by STI within forty-five (45) days from the date of the invoice or the right to billing adjustment shall be waived. In the event of a billing dispute, Customer shall timely pay the undisputed amounts. Billing will be prepared and sent to the Customer mid-month payable by the 1st of the upcoming month.
Service Request. If Customer changes their order or service with STI, then Customer agrees that certain cancellation or change of service/order charges may apply.
Force Majeure. Notwithstanding anything herein to the contrary, STI shall not be liable to Customer or any other party for any failure of performance if such failure is due to any cause or causes beyond the reasonable control of STI including, but not limited to, fire, explosion, vandalism, cable cut. storm or other similar occurrences, any governmental action or any national emergencies, insurrections, riots, wars, strikes or other labor difficulties, supplier failures, or shortages
Limitation of Liability of STI; Warranties. THE ENTIRE LIABILITY OF STI OF WHATEVER NATURE ARISING OUT OF THE PROVISION OF ANY SERVICE SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE FIXED MONTHLY CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, OR DEFECT IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION GIVING RISE TO A CLAIM OCCURS. IN NO EVENT SHALL STI BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, THE LOSS OF PROFITS, REVENUES OR DATA OR INACCURATE DATA, EVEN IF ADVISED OF THE FORESEEABILITY OF SUCH DAMAGES. STI DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SERVICE OR EQUIPMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Taxes and Additional Charges. Any applicable federal, state or local use, excise, sales or privilege taxes, duties or similar liabilities, or any presubscribed interexchange carrier charges, if any, charged to or against STI or Customer because of the Services furnished by STI, shall be paid by the Customer in addition to the regular charges under this Terms of Service.
Subject to Laws. The STI Services are subject to all applicable federal, state and local laws, and regulations, rulings and orders of governmental agencies, and applicable Tariffs and the obtaining and continuance of any required approval or authorization of the FCC or any governmental body. Either party may terminate its obligations without liability with regard to the STI Service if ordered to do so by a court or other governmental agency. If any such order or ruling would materially and adversely impact STI in carrying out its obligations, STI shall have the right to terminate the agreement without liability for such termination. In the event of a ruling or enactment by a government authority which adversely affects the cost of providing service, STI reserves the right upon sixty (60) days notice to Customer, to discontinue the affected service or increase STI’s pricing, in the event of such a price increase, Customer may cancel the affected service without penalty.
Fraud and Network Security. STI is not liable for any damages, including without limitation usage and toll charges, Customer may incur as a result of the unauthorized use of Customer’s telephone and/or network facilities. This unauthorized use includes, but is not limited to, the placement of calls from Customer’s premises and the placement of calls through Customer provided equipment and/or Customer’s network. In no event will STI be liable for protection of Customer’s network, transmission facilities or equipment from unauthorized access, or for any unauthorized access to or alteration, theft or destruction of Customer’s data files, programs, procedures, and information or other network elements or content through fraudulent means or devices. Customer shall remain responsible for any long distance charges or other charges irrespective of any actual or alleged unauthorized or fraudulent use. STI shall use reasonable efforts to obtain a credit from its long distance carrier for all fraudulent or unauthorized long distance usage. STI shall have the right, but not the obligation, to immediately Deactivate Customer’s long distance service or other services, in the event STI reasonably believes such service is the subject of suspected theft or fraud.
Start of Service. Unless otherwise provided for in the Terms of Service including any Attachments or in an applicable tariff, Customer’s liability for Service charges shall commence upon installation by STI. Charges for Services rendered after installation shall not be reduced by untimely installation. STI shall have no liability for untimely installation.
Default. Upon default by Customer, STI may suspend Service to Customer until Customer remedies the default or it may terminate the Agreement and the service being provided. Customer is in default if it. (a) Is more than five (5) days past due in paying any STI invoice pursuant to its terms, excluding those amounts which Customer has notified STI as reasonably being in dispute, (b) Fails to cure any non-monetary breach of any terms of the agreement within thirty (30) days of receiving written notice of the default from STI; or, (c) Files or initiates proceeding or has proceedings filed or initiated against seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or other such official) under any bankruptcy, insolvency or other similar law.
Discontinuance of Service. In all cases where Customer desires to terminate service, including without limitation contracts on a month-to-month basis, Customer shall notify STI that Customer is Terminating services by certified mail, return receipt requested to the following address: Slappey Telephone, Inc. 4260 Cahaba Heights Court, Birmingham, Alabama 35243. Customer shall be responsible for payment to STI for the Services to be terminated for 30 days past the day STI receives such certified letter. Additional termination charges may also apply where Customer is not on a month-to-month term.