Voice Services Terms & Conditions

Effective:

Service Provisions

E911 Services:

Enhanced 911 services are provided at no additional cost to customer; however, VoIP service does work differently than traditional telephone services and as such, the ability to complete 911 calls are affected by internet availability and other factors beyond the control of ProSource. By executing this agreement, the customer agrees to hold ProSource harmless for any problems associated with completing emergency calls and circumstances arising from this inability. All 911 calls completed are provided to a local/regional PSAP carrier within the address area provided by the customer at engagement (business address). Customer has the responsibility to notify ProSource of any service address changes so proper 911 address information can be provided to the local emergency agency. Invalid addresses provided to local agencies carry penalties that will be assessed to customer if improper address is on file.

Worry Free Guarantee:

All Voice Services come with 30-day WFG. WFG begins on installation date for 30 consecutive days. If customer cancels service within 30 days (in writing), the selected term is voided, and service is discontinued. Any new hardware purchased or leased for the installation may be refunded within 10 business days minus a 20% restocking fee provided all items are in original packaging and in sellable condition. Customer is responsible for all IT related services for the reversal of installation.

Portability/Disconnections:

Upon engagement and receipt of a Letter of Authorization, all client telephone numbers requiring portability will be released to our carriers for porting and service is in effect with the standard cancellation policy (Contract Term above). If client cancels service within the first 30 days, customer is responsible for moving all ported numbers to alternate carrier of choice and any charges for establishing new service. Customer will be responsible for any usage of services until porting or disconnection of services occurs. Porting of numbers may take up to 40 business days to complete for any engagement.

Quality of Service:

There are numerous variables that affect VoIP services and reliability. Client network and Internet Service Provider (ISP) performance are key contributors to service effectiveness and impairment. ProSource may provide recommendations to client for network equipment, configuration, and management techniques to improve service reliability. ProSource liability shall be limited to the cost of monthly service provided. Under no circumstance shall ProSource be liable for business revenue loss, directly, or indirectly from the provision of this service.

Service Guarantees

Support:

Support for ProSource Voice Services are provided during ProSource business hours and after-hours for qualified events. ProSource provides client service desk options via telephone and email. All support requests require qualification by a ProSource service team member to review each request for completeness, impact, and accuracy before assignment to the appropriate service engineer for assistance.

After-Hours Support Qualification:

Customers seeking after hours support must be experiencing a service interruption. Service interruptions includes the inability to make or receive inbound or outbound calls to multiple numbers. After Hours support requests must be received via the ProSource Emergency phone line. A voicemail must be left with a name, company name, email address, valid contact number and a brief description of the problem. The on-call technician will respond within the appropriate SLA window.

Network:

ProSource will guarantee that our datacenter network will be available 99.9% of the time in each month, excluding Maintenance. The data center network means the portion of the network extending from, but not including the data center common carrier facilities to the inbound port on the ProSource border router and includes ProSource managed switches, routers, firewalls and cabling. We will provide a service credit of five percent (5%) of the monthly fee for each thirty (30) minutes of network downtime calculated during a calendar month, up to one hundred percent (100%) of the monthly fee for the affected service(s).

Service Platform:

ProSource will guarantee the availability of the service platform 99% of the time in each calendar month, excluding Maintenance. Client will receive a credit of five percent (5%) of the monthly fee per additional hour of downtime calculated beyond the service availability, up to one hundred percent (100%) of client monthly fee for the affected service. This guarantee excludes customer requested backup/restore services, application reconfigurations, installations and patching.

Accounting and Payments

Accounting Period:

ProSource Voice Services are provided on calendar month boundaries and commence on the first day of the month and conclude on the last day of the month throughout the service term.

Payment:

All ProSource Voice Services require a valid credit-card on file for monthly payment. Client shall pay ProSource for service upon commencement of service. All hardware required for service or installation must be pre-paid. Subsequent payments for monthly services will be made via auto-draft on credit card on or about the 25th of each month. Each payment must be paid in advance for the successive month. Invoicing will be provided along with any adjustments (usage charges if applicable) from the prior month to the Client approximately within the first 10 days of the successive month for payment/review. If payment is not received by the last business day of the month after receipt of invoice, all charges will be satisfied via the draft method on file. Late payments may be subject to a late payment fee and/or monthly interest charges if unpaid after 30 days. ProSource shall not be required to provide any service or support if Client has any overdue invoices outstanding.

Late Fee:

ProSource may charge a late fee of $50 for each payment received after the due date indicated on the invoice. This Late Fee shall be due when billed, and ProSource has the right to withhold services from Client until the amount has been paid in full.

General Provisions

Agreement Term:

The term shall be for a period of 12 months from commencement date unless otherwise amended by specific client agreement/SOW.

Updates:

All Terms and Conditions contained in this document are subject to change from time to time with a 30-day written notice to affected parties and are expressly governed by ProSource Master Service Agreement (incorporated herein). A copy of the ProSource Master Service Agreement and any changes to this document may be obtained and referenced in correspondence (electronic or otherwise) by email to: billing@getprosource.com or telephone number: +1 (407) 401-9259 during regular business hours. Any changes posted to Terms and Conditions will deemed to be accepted by Client with continued use of services beyond the effective date of change.

Minimum Monthly Recurring Charge (MMRC):

Client agrees that the recurring charge for monthly services are NOT permitted to drop below original contracted amount or 75% of any incremental adjusted amount (whichever is greater) during service term. If a new contract is executed, charges or terms may be amended to meet prior revenue agreement.

Automatic Renewal:

This agreement shall automatically renew for the same term with current pricing on the anniversary date of this agreement unless Client provides written notification 60 days prior to expiration indicating non-renewal intention.

Exclusions:

The following items are specifically excluded from this agreement and are billable at applicable hourly, vendor or project rates:

  1. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
  2. The cost of any needed parts, equipment, or shipping charges of any kind.
  3. The cost of any software, licensing, or software renewal or upgrade fees of any kind.
  4. The cost of any 3rd party vendor/manufacturer support, service or incident fees of any kind.
  5. The cost to bring client’s environment up to minimum standards required for services.
  6. Direct application support for ANY hardware or software product not expressly included in ProSource provided services.
  7. Failures due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
  8. Service and repair made necessary by the alteration or modification of equipment other than that authorized by service provider, including alterations, software installations or modifications of equipment made by Client’s employees, contractors or anyone other than ProSource.

Termination:

Either party may terminate this agreement at any time and for any reason with 30-day written notice. For client terminations, the contract principal or business owner is required to initiate any service cancellation. An Early Termination Fee (ETF) applies equal to the average monthly service amount for the preceding 3 months (or immediate prior month if less than 3 months) multiplied by the remaining months in the term. This fee is due and payable in its entirety at the conclusion of the termination period unless prior arrangements are made in writing with ProSource. All payments must be received in full prior to any coordinated release of ProSource managed information or transfer of services to any other party. Any service terminations not aligned with Accounting periods (partial month) will be adjusted to the last day of the month following the 30-day notice. Client is responsible for any charges incurred during the last month of service. All other termination terms are provided by the ProSource Master Service Agreement.

Business Hours:

ProSource’s business hours are Monday – Friday from 8:00 AM until 5:00 PM EST, excluding national holidays. All work shall be performed by ProSource during regularly scheduled business hours except those qualified under Emergency after-hours support or scheduled appropriately with ProSource support staff.

Assignability:

All services provided by this agreement are for the Client only and may not be granted to any subsidiary, holding company or third-party of the Client.

Governing Law:

This Agreement shall be governed by the Laws of the State of Florida.

Attorney/Collection Fee:

If Client and ProSource have a dispute over this Agreement, then the prevailing party in any litigation shall be entitled to an award of attorney’s fees and/or collections fees.

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