NETWORK CARRIER SERVICES AND
WHITE LABEL PARTNER AGREEMENT
This Network Carrier Services Agreement (“Agreement”) is dated______, and is between ITC Global Networks, LLC d.b.a. Ironton Global (IG) with its principal place of business located at 4242 Mauch Chunk Road, Coplay, PA 18037, and ______(“Customer”) with its principal place of business located at ______. IG and Customer shall be referred to herein as the “Parties”.
Whereas, IG is in the business of supplying wholesale telecommunications services as described in the Schedule(s) to this Agreement (the “Ironton Global Services”) and Customer desires to utilize the Ironton Global Services,
Now, therefore, in consideration set forth in this Agreement, IG and Customer intend to be legally bound, and agree as follows:
1. Service Commencement Date:
The parties agree to use best efforts to begin Services (the “Start Date”) within thirty (30) days after the signing of this Agreement. Beginning on Start Date, IG shall provide telecommunication Services to Customer on the terms and conditions set forth in the attached Schedule(s). The attached Schedule(s) is (are) part of this Agreement.
2. Period of Service:
IG’s obligations start under this Agreement on the Start Date. They will continue (subject to the right to proper termination) for a period of sixty (60) months from the Start Date. This Agreement will automatically renew itself for 36 months after the expiration of the initial or subsequent terms. To cancel this Agreement at any time and for any reason either party must provide the other at least 90 days written notice of intent to cancel. This Agreement will continue in full force and effect until canceled upon notice as required above. Early termination fees will apply to the equivalent of 6 months’ worth of service + any balances due at the time.
3. Security and Credit Terms:
Customer shall agree to be bound by the following security and credit terms:
a. The Parties execution of this Agreement signifies acceptance of the initial and continuing credit approval procedures and policies as each may require. IG reserves the right to withhold initiation or full implementation of Services under this Agreement pending the initial satisfactory credit review and approval. In the event that Customer demonstrates a history of late payments or other indications that it may fail to meet its financial obligations, IG may upon credit review of Customer require Security of up to three times the total monthly reoccurring billing in the form of prepayment, cash deposit or other means to insure the initial order for Services and for payment of charges due. The Security shall not bear interest. IG reserves the right to modify the Security requirement, if any, in the light of Customer’s actual usage when compared to projected usage levels upon which the Security of assurance requirements are based.
b. In the event that payment is not received by the Due Date as defined in Section 4 below, IG may, at its option, draw against any Security provided by Customer, if any, to the extent of the total outstanding invoice amounts. Customer must then restore the Security to the original sum listed in the Schedule(s) within twenty-four (24) hours of any depletion.
4. Billing and Payment:
Customer agrees to be bound by billing due dates as defined in the Schedule(s). In the event a schedule does not define a due date for payment, the following rules apply: Payment shall be due 10 days after issuance of an invoice, and an invoice will be issued each month for non-usage sensitive service to be provided during the upcoming month as well as for usage-sensitive service provided during the invoiced month.
5. Billing Adjustments:
Any request for a billing adjustment must be made in good faith and in writing within 5calendar days of receipt of the invoice in question. Any such request shall include detailed documentation to establish the basis for any clarification. Documentation to be provided shall include, at a minimum, the county, number of minutes and/or rate that is subject to dispute and may include CDR to be provided by Customer in a form acceptable to the responding IG. Subject to Customer’s rights under Section 26, IG will determine whether any adjustment shall be made and any such adjustments will be credited against the next periodic invoice. If IG denies the billing dispute, Customer agrees to pay the disputed amount with the next scheduled remittance. A request for adjustment will not be cause for delay or reduction in payment of the undisputed balance due on any current periodic invoice. If a request for a billing adjustment or credit is not made in writing within a 5 calendar day period, the charges are deemed valid and Customer waives its right to any credits, offsets or adjustments with regard to them.
6. Termination and Suspension for Nonpayment:
a. If payment is not received within the Net 10 terms granted, IG may, in writing, demand cure of the default and may suspend service if the default is not cured within two (2) business days (although suspension may take effect immediately in the case of a spike in usage or fraudulent usage). The notice shall be deemed given when transmitted if transmitted by facsimile or email, when received if delivered in person or overnight delivery, and three business days after mailing if delivered by mail. If payment is not received within 10 calendar days of the transmission of that written notice of default, the billing party may take any one or combination of the following actions:
i. Suspend or continue suspension of service(s);
ii. Terminate only services that are subject to nonpayment,
iii. Terminate all services being provided to Customer;
iv. Terminate this Agreement.
b. IG is entitled to collect from Customer, reasonable attorney and paralegal’s fees, expert fees and all costs incurred by it in the collection of any unpaid amount whether or not suit is instituted.
7. Termination and Suspension for reasons other than non-payment:
a. Mutual Consent. This Agreement may be terminated without liability to the terminating Party at any time by mutual written agreement of the Parties. Early termination fees equivalent to 6 months of minimum service will apply. THIS IS OVER AND ABOVE ANY BALANCES DUE.
b. Termination without cause. Either party may terminate the agreement at any time and for any reason by providing not less than 90 days written notice of termination to the other party. Early termination fees equivalent to 6 months of minimum service and ancillary services as well as all due balances.
c. Other breaches. If a Party materially breaches any provision of this Agreement, including its attached Schedule(s), (other than the timely payment of amounts owed under this Agreement), the non-breaching Party will provide written notice to the breaching Party of the breach, and if the breaching Party does not cure that breach within five (5) business days, may suspend the affected service/Schedule. The notice shall be deemed given when transmitted if transmitted by facsimile or email, when received if delivered in person or by overnight delivery, and three business days after mailing if delivered by mail. If the breaching party does not cure that breach within TEN (10) calendar days after the original written notice (which period may be extended in certain circumstances, only by the discretion of Ironton Global, by operation of the Force Majeure provision below), the non-breaching Party may take any one or combination of the following actions:
i. Suspend or continue suspension of service(s);
ii. Terminate any or all services that are impacted by the breach;
iii. Terminate all services being provided to the breaching Party, but continue to receive services from the breaching party under this Agreement and relevant schedule(s);
iv. Terminate this Agreement.
d. Other Remedies. In the event of a breach of this Agreement by a Party under this Agreement, in addition to any right to terminate this Agreement without liability, the terminating Party may pursue other remedies as such may be available to it at law or in equity. In the event of any termination or this Agreement, each Party shall pay to the other Party, immediately upon receipt of the invoice therefore, any amounts owed to it through the termination date; provided that the non-breaching party may offset its damages against any amounts owed to the breaching party Each Party shall return to the other Party the unused portion of Security, if any, subject to payment of the final invoice.
e. Other suspensions of Service. IG may elect to suspend service in the following circumstances:
i. When IG, in its reasonable determination, identifies a significant increase in usage and reasonably determines that the Security Deposit must be increased to cover the increased usage before services will be resumed, notice is given of the need for an increased deposit, and the increase deposit is not furnished within two (2) business days.
ii. IG, in its reasonable determination, deems the Customer’s use of the Services to be for any unlawful, unauthorized or fraudulent purpose or in used in any unlawful manner. NOTE THAT Customer IS RESPONSIBLE FOR ANY AND ALL FRAUD CHARGES AND LIABILITIES
f. The non-breaching Party is entitled to collect from the other Party reasonable attorney’s and paralegal’s fees, expert fees and all costs incurred by it in remedying of any material breaches, whether or not suit is instituted.
8. Quality Standards:
Service is provided in accordance with technical and quality standards generally acceptable in the telecommunications industry.
9. Network Protection:
In the event the Customer’s service traffic volumes (or traffic distribution patterns to individual destinations or countries) results in a lower than industry standard completion rate, severely abnormal or disproportionate distribution of traffic by city, or other similar abnormality which adversely affects the other party’s network (including, not limited to looping situations where buying party’s traffic is delivered by the providing party to another carrier for termination and ultimately returned to the providing party), the providing party reserves the right to block and refuse to accept such adverse traffic at any time, with prompt notice as soon as possible thereafter.
10. Responsibilities of the Customer:
a. Customer is solely responsible for collecting its charges to its customers (including ALL taxes) for services it offers them utilizing IG’s network and for preparing and mailing invoices to these customers. Customer is responsible for payment of the total invoice amount from IG regardless of whether its customers pay for those calls or they are allegedly fraudulent calls. Customer is responsible for collecting and paying ALL Taxes to the different municipalities and shall incur its own costs in preparing accounting and taxation documents
b. By enabling International dialing, you hereby understand that you assume all responsibilities (financial and other) or fraud and hacking. Whether sold by us, by you or placed at customer’s premise, it is REQUIRED that ALL usernames and passwords for ALL PHONES (especially IP), Gateways, ATAs, PBX systems, routers, switches, VPN appliances, portals, servers and other points of entry into your or your customer’s LAN or WAN be professionally inspected, tested, reviewed and changed to non-default and very strong encryption user names and passwords. Under NO circumstance should you or your customer deploy ANY of our services (Hosted IP Telephony or SIP Trunks or others) without a business class Firewall AND router with ALL devices placed behind the firewall and ALL user names and ALL passwords on ALL devices have been changed to non-default and very strong encryption and length. NO device (PBX, IP Phone, Router, Switch, Server, etc…) should be left to its default user name or password for ANY reason. Ironton Global is to be held harmless for any fraudulent charges as a result of hacking and/or fraud. Customer is still responsible for all charges, whether attributed to fraud or not.
c. Ironton Global does not include LAN or WAN network support in its proposals. All supplied customer networks are expected to be VOICE and VIDEO ready with adequate and secure infrastructure. Any required labor associated with hardware, configurations, troubleshooting or support pertaining to the customer’s LAN or WAN network will be billed at $175/Hour (with provision for 2X overtime when the support calls occur after hours or outside business hours: 8 to 5PM EST). Note that this support fee is for REMOTE support and NOT on site. On Site Support may be requested and negotiated at the rate of $2000 per day with a 3 day minimum + per diem expenses (Flights, Hotels, Car Rental, Fuel, Meals)
11. Facilities:
The Parties each have sole responsibility for the installation, testing, operation of and costs associated with their respective facilities, services (including, but not limited to, interconnections) and equipment other than those specifically listed in the Schedule(s). Untimely installation or non-operation of the Party’s facilities will not relieve such Party of its obligations under this Agreement, including any payment owned to the other Party.
12. Taxes and Fees:
At the time this Agreement is signed, Customer will provide to IG a signed Certificate of Exemption for all taxes and fees, if any. Each Party is responsible for the cost of preparation, collection and payment of all of its own applicable taxes and fees to the relevant governmental authorities. The Parties acknowledge and understand that they each compute all charges herein exclusive of any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (“Additional Charges”). Unless Customer provides IG with a properly executed Certificate of Exemption for all foreign, federal, state, county, and local taxes and fees (if any), it shall pay such Additional Charges in additional to all other charges provided herein.
13. Limitation of Liability:
Neither Party is liable to the other Party in any amount above the charges for the affected service for the affected period for any loss or damages sustained by reason of any failure or interruption of the Service. This limitation applies whether this loss or damage arises because of a breakdown of equipment or because of any other reason other than gross negligence or willful misconduct of such Party. Furthermore, neither Party is liable to the other Party or any of its customers or any other person, firm or entity for indirect, consequential, special, incidental, actual or punitive damages, or for any lost profits of any kind or nature whatsoever, even if foreseeable, arising out of any mistake, accident, error, omission, interruption, or defect of transmission, or delay arising out of or relating to the services or the obligations of each Party pursuant to this agreement and any exhibits or schedules to it including, without limitation, any failure to provide timely, accurately provision, or install any portion of the Services, or conditions which may result from actions or regulatory or judicial authorities.