Carrier Services Terms & Conditions

ALTUS CARRIER & NETWORK SERVICES TERMS OF SERVICE

FOR DEDICATED AND/OR BEST EFFORTS INTERNET INCLUDING BROADBAND, CABLE, FIBER, 4G/5G WIRELESS, SD-WAN, AND, TO THE EXTENT APPLICABLE, NETWORK HARDWARE AND MANAGED SERVICES

This service agreement (“Agreement”) is made and entered into by and between BCM Altus, Inc., a Delaware corporation, with principal offices in Tennessee, hereinafter referred to as “Altus” and the “Customer” specified below, and is subject to all of the following terms and conditions.

 

I. Service Order & Term

  1. Service Order. Services and products added during the term of this Agreement shall require a Service Order, setting forth pricing, a complete description of services, and the applicable order term. For additional services or modifications, Customer will receive the applicable pricing and description of any modifications in a subsequent Service Order.  Upon Customer acceptance, including electronic acceptance via the Altus online proposal tool, each Service Order shall become a binding obligation of the parties hereunder.
  2. Order Term. The Order Term and billing of the service shall commence on the first (1st) day which the circuit or service used to provide service (or any portion thereof) is made available to the Customer.   Altus may incrementally deliver individual services or products when ready and may result in different commencement dates and Order Terms.  Upon expiration of the Order Term, the term will automatically renew for successive periods of one-year (“Renewal Term”) unless prior written notice of non-renewal is delivered to Altus sixty (60) days before the expiration of the individual service term.

 

II. Order Processing

  1. Service Address. Customer is responsible for providing a US Postal approved correct address for the services to be delivered.
  2. Order Expedite. If the requested due date is less than the underlying facility provider’s standard interval, additional expedite fees may apply and will vary based upon best effort basis by the underlying provider.
  3. Change Orders. If Customer submits a change to an order that has already been accepted by Altus, a change order fee may apply and will vary based upon the carrier and type of service and /or type of change.
  4. Cancellation. If Customer cancels a Service Order after its execution, but prior to the Turn Up Date, Altus reserves the right to bill a cancellation fee and /or any costs incurred by Company up to the date of such cancellation, including but not limited to charges imposed by third party providers, administrative charges, service ordering and installation charges, and special construction charges, if applicable.
  5. Relocation. If Customer desires to transfer Service for any Service Address to a different Service Address, it is required the Customer requests the move in writing to Altus at least twelve (12) weeks in advance.  If Customer’s new service Location is serviceable, then Customer must enter a new contract term for remaining months on the initial contract term or min. of 12 months, whichever is greater.  The new contract may include additional or different installation, non-recurring, recurring and other charges and fees including without limitation non-recurring fees for installation and equipment.   If Customer’s requested new Service Location is not available at the new location and the Customer declines or is unable to receive the equivalent service, then Customer will be deemed to have terminated the Agreement and Early Termination Charges will apply.  The customer is liable for the monthly recurring charges at both the original location and the new location during any “overlap” period.  Customer is responsible for notifying Altus in writing to disconnect services at the old location and is responsible for all related charges until service is disconnected.
  6. Upgrade/Downgrade. Customer will be responsible for any additional installation, equipment and miscellaneous charges (including any monthly recurring charges during the “overlap” period (if any) that are necessary to affect the upgrades or downgrades of service.  Changes to the service type (e.g., change from ADSL to SDSL) regardless of upgrade or downgrade will require additional installation and equipment charges.  Customer is responsible for notifying Altus in writing to disconnect the old services and is responsible for all related charges until service is disconnected.
  7. Construction. If construction is required the Customer will have the option to either pay the required construction charges to proceed with the installation or to cancel the order at that time, without penalty.  Altus may require the customer to pre-pay for any required construction costs.
  8. Renewals. Renewal orders will be made effective on the next full applicable billing cycle after receipt.
  9. Missed Appointments. If Altus, it’s contractors or underlying facility providers have made repeated good faith efforts to contact Customer regarding the installation of a circuit and Customer has not responded or if customer has turned away a scheduled technician, Altus reservices the right to charge Customer a “missed appointment/cancellation” fee.
  10. Inside Wiring. All charges from the carrier for inside wiring will be billed to the Customer.  If the carrier is notable to perform the inside wiring, the Customer is responsible for completing the wiring or contracting with a third-party for such services.  At the Customer’s request, Altus will charge Customer additional fees for such inside wiring work.  Altus reserves the right to refuse to do any extensive inside wiring work requested.  If the order is cancelled due to extensive inside wiring, Altus will assess a Cancellation Fee.  Extensive inside wiring includes but is not limited to:  Tracing and testing exiting wire through multiple units, multiple stories or multiple telephone closes in a high rise building or business park; Other complex wiring situations where physical laying of cable or wiring is required; New wiring due to service location greater than 50 feet from the NID (Network Interface Device); Wiring from the NID to a desired locations; or Moving an existing jack to another location.

 

III.  Equipment/Technician Dispatches

  1. Altus Provided Equipment/Warranty. Billing of Altus provided equipment will begin within 48 business hours of received shipment of the device. Altus will provide an equipment warranty for the Altus provided modems and / or routers directly needed to provide the Service.  The equipment warranties shall be based on the warranties provided by Altus suppliers.  After expiration of any applicable warranty period, Altus will replace such malfunctioning equipment, and Customer will be responsible for the cost of the equipment the technician dispatch (if applicable).  If, during the warranty period, Altus deems the equipment to be faulty and believes that replacement is needed, Altus will: Schedule a technician to go to the Customer’s location and will not be billed for a technician visit unless the technician determines the equipment failure was due to the Customer’s negligence or abuse of the equipment or other maintenance or warranty exclusion, in which case fees for a replacement equipment and technician dispatch apply.
  2. Carrier Provided Equipment/Warranty. Standard carrier equipment and configurations will be provided at installation.  Any upgraded/special equipment and configuration will be billable, including any applicable technician dispatch if any.  Altus will provide an equipment warranty for Altus provided modems and/or routers directly needed to provide the Service.  The equipment warranties shall be based on the warranties provided by Altus’ suppliers.  After expiration of any applicable warranty period, Altus will replace such malfunctioning equipment, and Customer will be responsible for the cost of the equipment and the technician dispatch (if applicable).  If, during the warranty period, Altus deems the equipment to be faulty and believes that a replacement is needed, Altus will schedule a technician to go to the customers location and will not be billed for a the technician until it is determined the equipment failure was due to the Customer’s negligence or abuse of the equipment or other maintenance or warranty exclusion, in which case fees for a replacement equipment and technician dispatch apply.
  3. Maintenance and Warranty Exclusions. Altus’ maintenance and warranty obligations exclude provision of consumable supplies, repair or replacement of equipment failures or malfunctions caused by Customer provided equipment or by improper installation, operations or maintenance by other than Altus authorized representatives, relocation or modification of Customers or others not under Altus’ control, failure or interruption of Customer provided electrical power, accident, fire, lightning, snow, ice or other hazards beyond normal range of use, vandalism, trouble calls where no problem is found and the reported problem does not repeat within five calendar days, or failure so malfunctions resulting from exposure of the equipment to conditions beyond it’s normal operating parameters.  If, in Altus’ judgement, a dispatch is required to restore service, Customer authorizes a Technician Dispatch and any such failures a malfunction will be repaired on a commercially reasonable effort basis (plus equipment, if applicable).  Customer has an obligation to provide a facility for installations of services and equipment that meet acceptable environmental standards.
  4. Customer Provided Equipment (CPE) Configuration. Configuration of any Customer Provided Equipment, including modems is the responsibility of the Customer/End User.  Altus will, for an additional fee, arrange for the custom configuration of Customer Provided Equipment including modems in accordance with a Customer/End User’s specific requirements by third parties it believes qualified to perform such work.  Responsibility for the custom configuration rest solely with the Customer/End user.  Altus has no liability for errors or omissions in the custom configuration was not implemented correctly by the third-party.  In addition to the above, Altus makes no representations regarding the carrier supplied equipment other than its ability to provide connectivity meeting quoted circuit performance specification.   Responsibility for the determination of the ability of the carrier supplied equipment to meet Customer/End user custom configuration requirements is solely the responsibility of the Customer/End user.  Responsibility for the supply of alternative carrier equipment to enable the Customer/End User to implement their desired custom configuration is solely the responsibility of the Customer/End User.
  5. Equipment Return. Unreturned or unreasonably damaged equipment will be billed upon disconnection of services.  Customer is obligated to contact Altus Technical Support to request a Return Material Authorization (RMA) for any equipment returns.   Equipment should be packaged safely and securely to avoid return shipment damage.  Altus recommends using a trackable shipping method that would provide proof of deliver (i.e. UPS Ground, FedEx Ground).
  6. Technician Dispatches. Third party technician dispatches initiated from Altus Technical Support may be billable at a minimum rate of $300 (for the first two hours), plus material and travel and must be pre-approved by the customer.  Carrier Technician Dispatches rates will be based on carrier and type of service.   Any dispatch scheduled for the next day, nights weekends and holidays may bill at a higher rate.

 

IV. Billing

  1. Monthly Recurring Charges. Monthly Recurring Charges (other than usage) will be billed in advance, due the first day of the month. Equipment will bill upon shipment and usage and “Monthly Minimum Usage Commit”, if applicable will be assessed and billed in arrears.  Customer shall be responsible for all charges due to actual usage, regardless of when incurred.  Customer is also responsible; or any charges from third parties that arise when Customer uses its phone numbers as a billing mechanism for third party services.  Altus reserves the right to invoice Customer for amounts not previously invoiced.
  2. Monthly Minimum Usage. For any billing cycle during the Service Term, if Customers net charges (after any available discounts under the Agreement) for local, long distance, and toll-free during such billing cycle total less than “Monthly Minimum Usage Commit” noted on the CSA, Customer shall pay the shortfall for such billing cycle. Governmental assessments and surcharges, non-recurring charges, operator/directory assistance charges and third party and regulatory pass-through charges are not included when calculating the “Monthly Minimum Usage Commit” shortfall charge.
  3. Taxes and Assessments. Customer agrees to pay to Altus as a result of Services provided to Customer, any and all local exchange carrier assessed charges (other than access charges otherwise included under the pricing in the Agreement) and, excluding income taxes, all governmental and regulatory taxes, fees, charges, surcharges, impositions or assessments including, but not limited to (i) all sales, use, excise, gross receipts, privilege or other similar taxes, (ii) those mandated or imposed on Altus by regulatory agencies or others, including without limitation Federal and state universal service funds, TRS an other governmental charges, assessments and fees, plus any reasonable administrative charge.  If customer is exempt from payment of any taxes, Customer must provide Altus with a valid original tax exemption documentation.  Customer will not receive credit for any taxes already paid by Altus prior to processing valid tax exemption documentation.  If customer provides Altus with valid original tax exemption documentation, Customer is responsible for the collection and remittance of all federal, state and local sales, use excise or utility taxes and governmental assessments, surcharges or fees pertaining to Customers use of services as may be applicable.  Altus may revoke the tax exemption at any time, and Customers shall immediately remit payment to Altus for unpaid taxes owed for previous billing periods but not paid and resume paying Altus taxes, if Altus determines the information or disclosures in the tax exemption documentation are not were not or will not be true, correct and accurate in all respects.
  4. Customer acknowledgement. Customer acknowledges that certain Altus suppliers establish the prices charged to Altus and the terms on which such suppliers sell services to Altus is partially based on governmental laws, rules, regulations, orders and decisions.  If any of the prices charged to Altus by any of its suppliers increase or if any of the terms of service change as a result of changes to governmental rules, laws or regulations or pursuant to new decisions or orders issued by applicable regulatory or judicial bodies, Altus reserves the right to change and or increase any rate, fee or charge if the cost of providing the services (or any portion thereof) increases due to an external factor beyond Altus’ reasonable control, in which case any increase shall be proportional to Altus increased cost, (b) revise any rates, fees and charges under the agreement(other than international rates and any monthly minimum usage commit, voice channel charge or per minute usage rates, if applicable) at any time upon a thirty(30) day prior written notice to Customer.  Notification of any such change may be in the form of a bill insert or message within an invoice by letter, by phone or via email.
  5. Invoice Formats. Standard billing is delivered via email to Customer’s preferred Accounts Payable contact. A fee of $35.00 will apply to all invoices delivered via mail.  Customized reporting and or billing formats will be quoted on an ICB basis.

 

V. Payment Terms. Payment is Net Due Upon Receipt of Invoice.

  1. Service Charge. A service charge of 1.5% per month may be added if balances are unpaid after 30 days from invoice date.  Customer has the responsibility to ensure that the correct billing address and/or email address is provided to process invoice and payments promptly.
  2. Electronic Payments. Altus does accept electronic payments via ACH or credit card transactions.  A 3% fee with be assessed on all credit card transactions.
  3. Return Check Fee. Altus reserves the right to assess a $50.00 fee for any check returned for insufficient funds or not paid when presented for payment.
  4. Non-Payment. At Altus sole discretion, services may be disconnected for any past due amounts of 60 days or greater or disputed charges. Services disconnected due to non-payment will be subject to a reconnection fee and may require a new term commitment and installation of a new circuit.  Reconnection fee and installation charges will vary by carrier and/or type of service.  If Customer’s account is more than 90 days past due, all amounts due under this Agreement shall become immediately due and payable.
  5. Disputes. All good faith billing disputes, along with complete documentation, must be submitted in writing within thirty days of the invoice date.  Customer must pay all charges, which are not in dispute in accordance with these terms of service. If Altus determines the Customer is entitled to credits, Altus will credit the Customers invoice for such amount on the next billing cycle.  In the event the dispute is resolved through good faith determination in favor of Altus, Customer agrees to pay the disputed amount together with any applicable late fees on the next appropriate billing cycle.

 

VII. Termination  

  1. Disconnects. To terminate this Agreement or a Service Order Term, Customers must provide Altus written notification 60 days (90 days for International circuits) in advance of the date of requested termination.
  2. Early Termination Charges. In the event Customer terminates Service prior to the end of the initial term or any renewal term or has service discontinued for any reason other than cause, Customer agrees to pay Altus early termination charges as liquidated damages and a reasonable approximation of Altus loss from early termination, in an amount equal to (i) 100 percent of all monthly recurring charges (including all minimum commitments,” if any) for the number of months remaining in the Term (pro-rated for any partial months), plus (ii) all outstanding but unpaid non-recurring charges and other unpaid charges incurred prior to termination, and including (iii) all waived installation and/or construction charges.

In addition, Customer agrees to return Altus Equipment in good working order, normal wear and tear excepted (if not previously purchased in full; from Altus). Unreturned or unreasonable damaged equipment will be billed upon disconnection of services.

Customer will not be liable for Early Termination Charges if: (i) A new Altus service of equal or greater MRC is ordered through the same underlying facility provider during the same calendar month in which the Altus service disconnect notice is received, (ii) the Order Term of the new service is equal or greater to the current Order Term and (iii) the underlying carrier waives its early termination charges

For those services not covered by a Service Level Agreement (SLA), Altus may provide the customer with acceptable alternate service within ninety (90 days), otherwise the customer may terminate the affected service for cause without fee or penalty.

Customer must provide Altus with a Firm Order Commitment (FOC) for LEC disconnect.  If the Customer fails to provide the disconnect Firm Order Commitment Date, it will remain liable for continued payment of service.  Customer hereby releases and indemnifies Altus from any liability resulting from action taken to disconnect such facilities.

 

 VIII. Service Level Agreement (SLA)

  1. Service Acceptance. Service is deemed accepted by the Customer when the Customer begins using the service or within 14 days the circuit becoming active or service used to provide service (or any portion thereof) is made available to the Customer, whichever comes first. If Altus Technical Support is not notified within that time frame, the service will be deemed accepted by Customer.
  2. Demarcation. Any Customer modifications beyond the demarcation (i.e. demarc extension) and/or the acceptable parameters of the underlying facilities providers, may impact serviceability and will become the responsibility of the Customer.
  3. Technical Support. Altus will provide the Customer with 24x7X365 technical helpdesk support on Altus products and services. If Altus determines through normal troubleshooting methods that the reported incident is not related to any Altus products or services, or is an RMAC (Reasonable Move, Add or Change) beyond the Customer’s MNO (Minimum Network Operations) level, the Customer may be charged for engineering support.
  4. Right to Terminate. If during the term of the Service Order; when any major network problems occur that are the responsibility of Altus, the service-affecting problem must be reported to Altus, unless it is otherwise covered under an Altus monitoring services agreement. Altus must then solve the problem or provide the Customer with acceptable alternate service within the underlying provider’s SLA or within a reasonable time.   If the service-affecting problem, persist throughout a 90 day period of time; and the underlying provider can’t provide resolution; Customer may terminate the applicable circuit for cause without fee or penalty.

 

IX. Other Terms

  1. Limitation of Liability. The parties acknowledge that the limitations of liability and limitations on representations and warranties set forth in this Agreement are integral to the amount of fees levied in connection with the Agreement.  In no event will Altus or any of its affiliates or their respective directors, partners, managers, members, officers, shareholders, employees, representatives and agents be liable to Customer or any of its affiliates, employees, other persons or entities, or to any third party for (i) any loss of profit or revenue, or for any general, indirect, consequential, special, incidental, punitive or similar or additional damages, whether incurred or suffered as a result of the unavailability of facilities, performance, non-performance, termination, breach, or other action or inaction under the Agreement, even if Customer advises Altus of the possibility of loss or damage; (ii) any outage or interruption, or incorrect or defective transmissions, or any direct or indirect consequences thereof or (iii) any act or omission of any other company or companies furnishing any portion of the Services to Customer hereunder or otherwise, including but not limited to contractors involved in premises installations. Notwithstanding anything to the contrary contained herein, under no circumstances will Altus or any of its affiliates have any liability to Customer for interruptions affecting the Services furnished under the Agreement that are attributable to Customer’s interconnection facilities, or to Customer’s equipment failures, or to Customer’s breach of the Agreement, or for any act or omission of another telecommunications company or other vendor providing any Service or product that impacts the Services provided under the Agreement.
  2. Indemnification. Customer shall indemnify and hold Altus and its affiliates harmless from and against all reasonable costs, expenses, claims, or actions arising from fraudulent utilization or theft of service of any nature, which may comprise a portion of the Service.  Customer shall not be excused from paying Altus for Service provided to Customer or any portion thereof on the basis that fraudulent utilization or theft of service comprised a corresponding portion of the Service.  Altus shall indemnify and hold Customer and its affiliates harmless from and against all reasonable costs, expenses, claims or actions arising from (i) any of the Services misappropriating, infringing, or violating any patent, copyright, trademark, trade secret, or other intellectual property right of any third party or (ii) claims or liens made or asserted by any Subcontractor arising out of or in connection with this Agreement.
  3. Non-Disclosure. Customer agrees not to disclose the Service Order or the terms hereof to any third party without the written consent of Altus. In the execution of the Service Order; Altus and the Customer will share sensitive information on the Customer’s business. Altus agrees to treat such information as proprietary and take appropriate measures for its security.
  4. Severability. If any provision in this Agreement is held to be invalid or unenforceable the remainder of this Agreement will be valid and enforceable.
  5. Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed of a waiver of such right or provision.
  6. Assignment. Altus shall have the right to assign this agreement to an affiliate or successor entity, including a purchaser of Altus.
  7. Compliance with Laws. Customer agrees to comply with all applicable laws and governmental regulations in connection with its use of the Services.
  8. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee and each party hereby consents to the exclusive jurisdiction of the federal and state courts in that state. Each party submits to personal and subject matter jurisdiction in such court and agrees that such party will not contest venue.
  9. Time to Bring Claim. No legal action or claim against either party may be brought under this Agreement unless such legal action or claim is commenced within one year after the occurrence causing the alleged harm.
  10. Notices. All notices required to be sent under this Agreement shall be deemed to have been duly given if (i) delivered personally to the recipient; (ii) sent to the recipient by reputable courier service including USPS or FedEx; or (iii) transmitted by electronic means upon confirmation of receipt.  Any notices must also be sent to ALTUS, P.O. Box 2649, Brentwood, TN 37024.