Terms and Conditions

Last Updated: March 27, 2025

THESE ONLINE TERMS AND CONDITIONS, which incorporates any pricing, products, solutions, and services described on Global Telecom Supply’s website (i.e., globaltelecomsupply.com), brochures, quotes, proposals, and the GTS Sales and Service Agreement, constitutes the complete agreement (“Agreement”) between Global Telecom Supply (“GTS,” “We,” or “Us”) and the entity listed under “Customer” on the signature page within the GTS Sales and Service Agreement, which shall be considered a user, subscriber, lessor, and/or purchaser (“You,” “User,” or “Customer”) of GTS’s Voice Over IP (“VOIP”) communications services and any related products, solutions, or services (the “Service”). This Agreement governs both the Service and any hardware, such as VOIP desktop handsets, analog telephone adapters, or any other IP connection equipment, used in conjunction with the Service (the “Hardware”). This Agreement shall be effective on the later of (i) the date the respective Sales and Service Agreement is signed by GTS or (ii) when You first begin to use the Service (the “Effective Date”). GTS and the Customer are also referred to herein individually as a “Party” and collectively as the “Parties.”

BY ACTIVATING AND/OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE, HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT, HAVE READ AND FULLY UNDERSTAND ITS TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DEFINITIONS

For the purposes of this Agreement, in addition to the words and phrases that are defined throughout the body of this Agreement, the following words and phrases shall have the following meanings or additional meanings:

“Customer” shall mean the party listed on the quote submitted by GTS to the Customer and/or the entity appearing under “Customer” on the signature page attached hereto.

“Agreement” shall mean this agreement, including any quotes or exhibits attached hereto.

“Manufacturer” shall refer to the creators of the equipment and software, or any of their affiliates, subsidiaries, or other related entities.

“Leasing Entity” shall mean any third-party entity from whom the Customer leases the system, which shall be an independent leasing entity and not a Manufacturer. 

“Services” shall mean the VOIP services, maintenance services, financing service, rental services, or leasing services provided to Customer’s System as described herein.

“System” shall mean the network, telecommunications, and/or audiovisual security system ordered from GTS by the Customer.

TERMS AND CONDITIONS

2. SCOPE OF AGREEMENT
   • Master Agreement. This Agreement serves as a master agreement and applies to all Customer transactions with GTS or any of its affiliates for any services and/or hardware (collectively, “Transactions”), in accordance with the quote submitted by GTS to the Customer (the “Quote”), attached to the GTS Sales and Service Agreement, the terms of which are expressly incorporated herein by reference.
   • For the purposes of this Agreement, “Affiliate” means any entity that, directly or indirectly, is controlled by or under common control with the Customer or GTS, as applicable. “Control,” as used in this Agreement with respect to any Affiliate, means the power to direct or cause the direction of the management and policies of that entity, whether through ownership of equity interests, by contract, or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
   • System Orders and Quotes. All orders for the System (“System Orders”) must be placed through this Agreement, including any Quote(s) or exhibit(s) attached hereto. System Orders are not binding on GTS until an authorized representative of GTS has signed the GTS Sales and Service Agreement. However, the Agreement becomes binding on the Customer upon activation of service or upon signing the Agreement. Once the Agreement is binding, no cancellation or modification by the Customer shall be accepted within the first month, and the first monthly installment shall be due.
   • Credit Check. The terms and conditions of this Agreement, including the Price, are subject to approval of a credit check and other Customer verification processes.
   • Additional Services. Any additional services not otherwise described herein or in the Quote, and provided by GTS in connection with this Agreement, shall be governed by the terms of this Agreement. Any and all additional services shall carry additional charges, documentation, and/or agreements between the Parties. It is expressly clarified that any pre-existing issues related to the Customer’s infrastructure, software, or systems are not covered under the scope of the Quote and this Agreement. Resolution of preexisting issues shall be considered a new scope of work, and any work in that regard shall be undertaken only with the mutual agreement of both Parties.
   • Acceptance of Terms. All System Orders placed with GTS imply full and unreserved acceptance by the Customer of these Terms and Conditions, to the exclusion of any other document. The Customer expressly agrees to waive its own terms of purchase or any other document originating from the Customer or its agents, affiliates, or subsidiaries in connection with this Agreement.
3. TERM
   • The term of this Agreement shall commence on the Effective Date of this Agreement and shall terminate based whichever of the following service types apply.
   • Hardware Leasing. The term of any hardware lease shall be defined within the Quote and leasing agreement provided to the Customer by GTS (“Leasing Documents”). The Leasing Documents shall be attached hereto and incorporated herein. The term shall terminate according to the defined termination date in the Leasing Documents. The Customer may not terminate hardware leasing early.
   • VOIP Services.

Notwithstanding the terms contained within Your Leasing Documents, as applicable, the term of the VOIP Service shall commence on the Effective Date and continue for the duration specified in the Quote. The Agreement shall terminate upon the expiration of the specified term, which shall be calculated from the Effective Date (e.g., a 36-month Agreement shall terminate 36 months after the Effective Date). Upon the termination of Your Leasing Documents, if applicable, You shall be quoted VOIP Services independently in accordance with terms as set forth above. 

The term shall automatically renew unless the Customer provides written notice of non-renewal at least ten (10) days prior to the end of the current term. 

• Direct Financing. The term of any direct financing shall be defined within the Quote and financing agreement provided to the Customer by GTS (“Financing Documents”). The Financing Documents shall be attached hereto and incorporated herein. The term shall terminate according to the defined termination date in the Financing Documents. The Customer may not terminate direct financing early.
• Maintenance Contract. The terms of any Maintenance Contract shall be defined within the Maintenance Documents provided to the Customer by GTS. The Maintenance Documents shall be attached to the GTS Sales and Service Agreement and incorporated herein. Upon expiration of the Maintenance Term, any other Services shall automatically continue. The Customer shall provide GTS with thirty (30) days’ prior written notice if they wish to terminate the Maintenance Term early. The term shall automatically renew unless the Customer provides written notice of non-renewal at least ten (10) days prior to the end of the current term.
• If the Customer postpones the activation date more than once, a fee of two hundred fifty dollars ($250) per location shall be charged for each subsequent postponement. For clarity, this sentence does not obligate GTS to grant a postponement of the activation date.

4. FAIR USE
   • Usage of Service. GTS reserves the right to review usage of all its plans to ensure the Customer is not abusing them. The Customer agrees to use GTS services for normal voice or fax calls and shall not employ methods or equipment to exploit the Services. GTS may terminate the Service immediately if it determines, in its sole discretion, that the Customer is abusing the plans.
   • Hardware Abuse and Unauthorized Changes. Any tampering, misuse, abuse, intentional destruction, and/or negligence in handling the Hardware (“Hardware Abuse”) shall void the Maintenance Contract. The Maintenance Contract shall also be void if the Customer attempts to make any internal changes to the components of the Hardware or System (“Unauthorized Changes”). GTS reserves the right to terminate the Maintenance Contract and/or this Agreement, at its sole discretion, due to any Hardware Abuse and/or Unauthorized Changes.
   • Unlawful Conduct. The Customer shall use the Service and Equipment only for lawful purposes. GTS reserves the right to disconnect the Service immediately, without notice, if it determines, in its sole discretion, that the Customer has used the Service or Equipment for unlawful purposes. If disconnected, the Customer shall be responsible for all charges through the end of the current term, including unbilled charges and termination fees, which shall immediately become due and payable. GTS may also forward relevant communications and information, including the Customer's identity, to appropriate authorities for investigation and prosecution. The Customer consents to the forwarding of such communications and information to authorities. Additionally, GTS shall provide information in response to law enforcement requests, lawful government requests, subpoenas, or court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others.
   • Inappropriate Conduct. You shall not use the Service or the Equipment in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or engaging in any similar behavior. We reserve the right to immediately disconnect Your Service without notice if, in our sole and absolute discretion, we determine that You have used the Service or the Equipment in any of the aforementioned ways. In the event of such disconnection, You shall be responsible for all charges up to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which shall become immediately due and payable. If we believe that You have used the Service or the Equipment in any of these ways, we may forward the relevant communications and other information, including Your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of such communications and information to these authorities. Additionally, GTS shall provide information in response to law enforcement requests, subpoenas, court orders, or to protect its rights and property, and in cases where failure to disclose the information may lead to imminent harm to the Customer or others. Furthermore, GTS reserves all of its rights at law and equity to take action against anyone who uses the Service unlawfully or improperly.
   • Other Agreements. It is the Customer's sole responsibility to perform due diligence concerning any past or existing telecommunications and/or audiovisual security service, lease, or maintenance agreements with Avaya, GTS, a Leasing Entity, or any other third party ("Other Agreements"). GTS shall not be responsible for such Other Agreements and shall not assume any obligations thereunder, including cancellation fees, which the Customer may incur under such agreements.
5. PRICE; FEE
   • The Price of the System ("Price") shall be indicated on the quote attached hereto. The quoted Price is the base price for the System and does not include any applicable taxes, insurance, or other costs or fees imposed by the Leasing Entity or other third parties including but not limited to, FCC fees, other federal fees, and local government fees. Unless otherwise specified, the Price does not include any wiring or cabling that the Customer’s site may require before or after the installation of the System. The Price of the System is valid for thirty (30) days from the date of the Quote. Any discounts, rebates, or other promotions are subject to change. All Quotes that include a change to the Customer’s network, telecommunications, or audiovisual security service plan or provider are subject to final written approval by the provider.
   • Service Fee. The Fee for Services ("Fee"), if any, shall be attached hereto or provided on a separate quote. The Fee quoted is the base price for the Services and does not include any applicable taxes or other costs or fees. The Fee is valid for the term of the Agreement. Any discounts, rebates, or other promotions are subject to change. Any modifications or upgrades to the System, or the addition of new parts, hardware, or software, may be subject to additional costs outside of the Fee for Services rendered. Expedited Services may incur additional costs.
   • Maintenance Rates. The Customer acknowledges and accepts that, in certain instances, it may be billed hourly maintenance fees that are not covered under its selected Maintenance Contract (as defined herein), and GTS’s published hourly maintenance rates are subject to change at any time at the sole discretion of GTS. The Customer may contact GTS to inquire about its current hourly rates.
6. BILLING; PAYMENT TERMS
   • We shall bill all charges, applicable taxes, and surcharges monthly in advance (except for usagebased charges, which shall be billed monthly in arrears, and any other charges that we decide to bill in arrears). Charges include, but are not limited to: activation fees; monthly Service fees; equipment rental fees; equipment financing fees; usage charges; international usage charges; advanced feature charges; regulatory recovery fees; universal service fund fees; 911 fees; and federal, state, and/or local taxes. The amount of these fees may change from time to time. GTS may introduce new products and services at special introductory pricing, which may change at GTS's discretion. Notification of monthly invoices shall be sent to You via mail or email (based on Your preferences). Any usage charges shall be billed in increments rounded to the nearest minute unless otherwise specified in the rate schedules on our website.
   • Billing Disputes. You must notify us in writing within thirty (30) days after receiving Your statement if You dispute any GTS charges. Any disputes related to or involving a Leasing Entity shall be handled in a manner acceptable to the Leasing Entity. If You do not dispute GTS charges within the foregoing timeframe, You shall be deemed to have waived Your right to contest them. All notices of disputed charges should be sent to:

Global Telecom Supply

1 Dupont St Suite 104

Plainview, NY 11803

6.3 Payment and Collection.

• Notwithstanding the terms and billing procedures set forth in Your Leasing Documents, we bill in advance, except for usage charges, on a monthly basis. Payment is due upon receipt. If payment is not received by the due date, a late charge of $15 per month, along with default interest accruing at a rate of 1.5% per month of the unpaid balance, shall be applied (collectively, “Late Payment Fees”). Payments for the System or Services as outlined in the Quote shall be made to GTS or the Leasing Entity, as applicable. The Customer agrees to make all payments due under this Agreement or any Order via automated clearing house (ACH) transfers from the Customer's designated operating account (the “Payment Account”) directly to GTS, credit card, or check. The Customer agrees to execute and deliver to GTS an authorization agreement for direct payments, allowing GTS to initiate ACH transfers or credit card charges for amounts required or permitted under this Agreement or Quote. Payments shall be due on the 1st day of each calendar month, and a valid backup credit card must be on file if ACH transfers are used. If payments are made via credit card, a 3% transaction fee shall be charged.
• Payment for Maintenance Fees. Payments for Maintenance Fees, as outlined in the quote, shall be made to GTS or the Leasing Entity. The Fee must be paid in advance for Services to be rendered the following month. The Customer must pay the first monthly maintenance Fee upon signing this Agreement, and subsequent monthly installments shall be due within thirty (30) days thereafter.
• Notwithstanding the terms and billing procedures set forth in Your Leasing Documents, if applicable, if the Customer fails to pay any monthly installment of the Fee by the due date, GTS (i) reserves the right to refuse to provide Services until all Fees are paid in full, (ii) may engage a third-party collection service, and (iii) may charge the Customer Late Payment Fees, as defined above, until the outstanding balance of Fees is paid in full. The Customer shall indemnify GTS for any fees, costs, or other amounts incurred in the collection process, including attorneys’ fees. If Service is disconnected, the Customer shall remain fully liable for all charges under this Agreement and any collection costs, including attorney’s fees. (e) Taxes. State and local governments may assess taxes, surcharges, and/or fees on Your use of GTS Service, Hardware Leasing, and/or Direct Financing. These charges may be flat fees or percentages of Your GTS Fees and may change without notice. You are responsible for all applicable federal, state, municipal, local, or other taxes, fees, or charges arising from Your subscription, lease, use, or payment for the Service and/or equipment. Such amounts are in addition to payments for the Service, Hardware Lease, or Direct Financing and shall be billed to You as outlined in this Agreement. If You are exempt from these taxes, You must provide an original certificate confirming Your tax-exempt status. Tax exemption shall apply only from the date we receive such a certificate. To be considered tax-exempt by the Leasing Entity, You must provide the Leasing Entity with a certificate in a form and manner acceptable to the Leasing Entity.

7. DISCONNECTION; DISCONTINUANCE OF SERVICE.

7.1 Suspension or Disconnection of Service Due to Failure to Pay. GTS is authorized to: (a) suspend services or terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the due date; or

(b) suspend services or terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from GTS directing Customer to cure the breach.

7.2 Suspension or Disconnection of Service in General. Notwithstanding the foregoing, GTS reserves the right to suspend or discontinue the Service generally or to disconnect Your Service or a service component at any time, in its sole and absolute discretion. 

7.3 Notice. GTS shall provide ten (10) days advance notice prior to disconnection of service.

8. 911 DIALING.
   • You should be aware that there are circumstances under which Your E911 service may not be available or may be limited in some way.
   • Notify All Users. You should inform any customers, employees, guests, or other third parties who may be present at the physical location where You use the service about the important differences and limitations of GTS 911 dialing compared to traditional basic 911 or E911.
   • Service Outages.

• Service Outages Due to Power Failure or Disruption. Equipment that does not have a battery backup cannot support 911 dialing in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 dialing, shall not function until power is restored. Following a power failure or disruption, You may need to reset or reconfigure the equipment before using the Service, including 911 dialing.
• Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service. Service outages due to internet outages, suspension, or disconnection of broadband or ISP services shall prevent all services, including 911 dialing, from functioning. You understand that You must obtain Your own internet connection or obtain service from us (where available) to use the Service. We may not control Your internet access or the quality of Your internet connection. We are not responsible for problems caused by Your internet connection or any third-party products or services, nor shall we contact third-party providers on Your behalf.
• Service Outage Due to Disconnection of Your GTS Account. Service outages due to disconnection of Your account shall prevent all services, including 911 dialing, from functioning.
• Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider, or another third party, may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that case, provided You alert us to this situation, we shall attempt to work with You to resolve the issue. During the period that the ports are blocked, or Your Service is impeded, and unless and until the blocking or impediment is resolved, Your Service, including the 911 dialing feature, may not function. You acknowledge that GTS is not responsible for the blocking of ports by Your ISP or broadband provider, or any other impediment to Your usage of the Service, or any resulting loss of Service, including 911 dialing. In the event You lose Service due to the blocking of ports or any other impediment, You shall remain responsible for payment of Service charges unless and until You disconnect the Service in accordance with this Agreement.
• Other Service Outages. If there is a Service outage for any reason, such an outage shall prevent all services, including 911 dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those described elsewhere in this agreement.
  • Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 dialing call made using the Service compared to traditional 911 dialing over public telephone networks.
  • Disclaimer of Liability and Indemnification. We do not control whether or how calls made using Your 911 dialing service are answered or addressed by emergency response centers. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 dialing calls to local emergency response centers and the national emergency calling center. We disclaim any and all liability or responsibility in the event such third-party data used to route calls is incorrect or yields an erroneous result. NEITHER GTS NOR ITS

OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS SHALL BE HELD LIABLE FOR

ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE. You shall defend, indemnify, and hold harmless GTS, its officers, directors, employees, affiliates, agents, and any other service provider who furnishes services to You in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney's fees) by, or on behalf of, You or any third party relating to the absence, failure, or outage of the Service, including 911 dialing, incorrectly routed 911 dialing calls, and/or the inability of any user to use 911 dialing or access emergency services.

9. COPYRIGHT; TRADEMARK; UNAUTHORIZED USAGE OF EQUIPMENT; FIRMWARE OR SOFTWARE.
   • Copyright; Trademark. The Service, Equipment, and any firmware or software used to provide the Service, or provided to You in conjunction with the Service, or embedded in the Equipment, and all service, information, documents, and materials on our websites, are protected by trademark, copyright, or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively, "marks") are and shall remain our exclusive property. Nothing in this Agreement grants You the right or license to use any of our marks.
   • Unauthorized Usage of Equipment; Firmware or Software. You have not been granted any license to use the firmware or software used to provide the Service, or provided to You in conjunction with the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software in object code form (without modification) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Equipment is exclusively for use in connection with the Service and that we shall not provide any passwords, codes, or other information or assistance that would enable You to use the Equipment for any other purpose. We reserve the right to prohibit the use of any interface equipment that we have not provided to You. You represent and warrant that You possess all required rights, including software and/or firmware licenses, to use any interface equipment that we have not provided to You. You shall indemnify and hold us harmless against any and all liability arising from Your use of such interface equipment with the Service. You shall not reverse compile, disassemble, or reverse engineer the firmware or software or otherwise attempt to derive the source code from the binary code.
   • Tampering with the Device or Service. You shall not change the electronic serial number or Equipment identifier or perform a factory reset of the Equipment without our prior written consent. We reserve the right to disconnect Your Service if we believe, in our sole discretion, that You have tampered with the Equipment. In the event of such disconnection, You shall remain responsible for the full charges through the end of the current term, including any unbilled charges and applicable termination fees, all of which shall immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service inconsistent with its intended purpose.
   • Theft of Service. You shall not use the Service to avoid GTS policies and procedures. You shall not obtain or use the Service improperly. You shall notify us immediately in writing or by calling our customer support line if the Equipment is stolen or if You become aware that Your Service is being stolen, fraudulently used, or used in an unauthorized manner. You must provide Your account number and a detailed description of the circumstances when reporting the theft, fraudulent use, or unauthorized use of Service. Failure to do so may result in the disconnection of Your Service and additional charges. Until we receive notice of the theft, fraudulent use, or unauthorized use, You shall be liable for all Service use involving stolen Equipment or unauthorized use of the Service. GTS reserves all rights at law to pursue anyone who uses the Service illegally or improperly.
   • Restrictions of use.

Customer shall not:

• copy or adapt the Service for any purpose, except as specifically permitted under this Agreement;
• use the Service except in accordance with all applicable laws and regulations, and except as set forth in any documentation or instructions provided by GTS;
• reverse engineer, translate, decompile, or disassemble the Service;
• use the Service in any outsourcing, application service provider, time-sharing or service bureau arrangement, including, without limitation, any use to provide Service or process data for the benefit of, or on behalf of, any third party other than the Customer;
• cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Service; or
• delete, alter, cover, or distort any copyright or other proprietary notices or trademarks.

10. DELIVERY; SHIPPING
    • Delivery and/or installation dates or times, if any, are for informational purposes only and do not constitute a term of this Agreement. These dates shall not entitle the Customer to cancel the order, assess penalty fees, or refuse to perform under this Agreement.
    • Expedited Delivery. If expedited delivery service is required, the Customer shall bear the additional cost.
    • Risk of loss passes to the Customer when GTS delivers the System to the common carrier for delivery or upon delivery to the Customer by GTS personnel, whichever is applicable.
11. ACCEPTANCE; RETURNS
    • Inspection and Acceptance. After the System is delivered, installed at the Customer’s site, and the Customer is trained on its use, the Customer shall sign a Delivery & Acceptance Acknowledgement, if required by the leasing entity. The System shall be considered accepted on the date of this acknowledgment ("Acceptance Date").
    • Notice of Claim. All claims for defects, non-conformity, loss, damage, errors, or late/non-delivery of Systems sold by GTS must be made in writing and delivered to GTS within fourteen (14) days of the Acceptance Date.
    • Description of Claim. Written notice of a claim must specify all claimed defects, non-conformities, losses, damages, errors, or shortages in the System, along with the Order Number. Upon receipt of the claim, GTS shall have the right to inspect the System. Failure to provide timely written notice constitutes irrevocable acceptance of the System and an admission that GTS has fully complied with the terms of this Agreement.
    • No refunds, exchanges, or returns shall be accepted except for defects, non-conformities, loss, or damage.
12. MAINTENANCE; SUPPORT; REPLACEMENTS
    • Scope of Maintenance Services. GTS shall provide without charge, at its discretion, an on-site or remote representative for any adjustments, modifications, or additional training needed for fourteen (14) days following the Acceptance Date (“Adjustment Period"). Should Customer require any maintenance or other post-installation assistance, or desires to move, upgrade, modify, or make any other changes to its System, following the Adjustment Period, Customer shall be provided such maintenance or services according to its prior engagement of one of the following options (each, a “Maintenance Contract”), as set forth on the attached quote.

Option 1 - Per Incident Coverage: 

Customer declines to enroll in any one of GTS’s Maintenance Packages and shall either pay GTS’s current hourly rate for service and dispatch.

Option 2 - GTS Extended Warranty:

Hardware/Set Replacement Next Business Day Parts Only

Option 3 - Silver Package:

Remote MAC Work, 4 Hour Response Time Remote, Hardware/Set Replacement Next Business Day Parts Only, Telecom Expense Management, Services, Guaranteed Stock

Option 4 - Gold Package:

Remote MAC Work, 4 Hour Response Time Remote, Telecom Expense Management Services, Hardware/Set Replacement with Onsite Next Business Day, Priority Dispatch, Guaranteed Stock, Software Upgrade Included, Software Patches/Fixes

Option 5 - Platinum Package:

Remote MAC Work, 4 Hour Response Time Remote, Telecom Expense Management Services, Hardware/Set Replacement with Onsite Next Business Day, Priority Dispatch, Guaranteed Stock, Software Upgrades Included, Software Patches/Fixes, 4 Hour Onsite Support, Quarterly Remote Admin User Training

12.2 Maintenance; Support; Replacement definitions:

“Standard Work Hours” Technical support and maintenance shall occur Monday through Friday, from 9:00 AM to 5:00 PM EST, excluding holidays, unless a separate written agreement between GTS and the Customer specifies a modified work schedule (e.g., 24/7 technical support). 

“Holidays Observed Affecting Service” shall mean New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, Rosh Hashana, Yom Kippur

“Remote Move, Add, Change (MAC)” - GTS shall provide Remote Move, Add, and Change services. These services include name changes, basic auto attendant changes, minor button mapping changes, minor programming changes, updating user email destinations, password resets, codes for hot desking, auto attendant codes, and assistance with re-recording greetings.

“4 Hour Response Time Remote” - GTS shall assign a support ticket to a remote technician within four (4) hours of submitting a claim for same-day service. Service shall be provided between the hours of 9:00 AM and 7:00 PM, Monday through Friday, excluding holidays observed. Claims submitted after 3:00 PM are not guaranteed same-day service.

“Hardware/Set Replacement Next Business Day Parts Only” - A replacement shall be sent on the next business day, provided the claim is received by 4:00 PM Eastern Time. The equipment shall be replaced with new or refurbished functionally equivalent equipment. GTS shall make commercially reasonable efforts to replace the equipment with the same make and model. However, GTS is not obligated to provide an identical make and model. The Customer agrees to accept equipment of any make, model, and manufacturer as long as it is functionally equivalent. A return label shall be sent to pick up the defective item. The client must return the defective equipment within 30 days or shall be billed at the current manufacturer’s list price for the replaced equipment. Parts covered are identified on the quote with an asterisk (*) before the description.

“Telecom Expense Management Services” - GTS shall consult with the customer, upon request, to analyze Internet/telephony or other recurring expenses. Recommendations shall be made regarding which services can be changed or replaced based on the customer’s needs, IT environment changes, and budget requirements.

“Guaranteed Stock” - GTS maintains inventory thresholds to guarantee stock for replacement parts included in Your agreement. Equipment shall be replaced with new or refurbished functionally equivalent equipment. GTS shall make commercially reasonable efforts to replace the equipment with the same make and model. However, GTS is not obligated to provide the identical make and model. The Customer agrees to accept equipment of any make, model, and manufacturer as long as it is functionally equivalent.

“Hardware/Set Replacement with Onsite Next Business Day” - GTS shall provide an on-site technician for next business day parts replacement, provided the claim is received by 4:00 PM. Equipment replacement, if required, shall be covered. The equipment shall be replaced with new or refurbished functionally equivalent equipment. GTS shall make commercially reasonable efforts to replace the equipment with the same make and model. However, GTS is not obligated to provide the identical make and model. The Customer agrees to accept equipment of any make, model, and manufacturer as long as it is functionally equivalent. Service shall be provided between the hours of 9:00 AM and 5:00 PM, Monday through Friday, excluding holidays observed. Parts covered are identified on the quote with an asterisk (*) before the description.

“Priority Dispatch” - GTS maintenance customer service tickets shall take priority over non-maintenance customers.

“Software Upgrades Included” - New telephony systems require additional attention for software releases. Major software releases are generally available (GA) every 1-3 years. GTS shall upgrade the covered software as deemed necessary during normal business hours (9:00 AM - 7:00 PM). This includes software fixes and new features requested by the customer that require a software upgrade. Hardware required for software releases is not included.

“Manufacturer Software Patches/Fixes” - Includes minor releases of software to patch known manufacturer-identified issues. GTS shall patch/fix the covered software as deemed necessary, including software fixes requested by the customer, as long as a valid manufacturer patch is available. Hardware required for software releases is not included.

“No Trip Charge” - GTS services outside the scope of this contract shall not require a trip charge. Examples include cabling, additional physical equipment, and telephony assessments. Labor shall be charged for onsite services outside the contract parameters.

“4 Hour Onsite Support” - GTS/Manufacturer shall provide an on-site technician for same-day service within four (4) hours of claim validation. Equipment replacement, if required, shall be covered. The equipment shall be replaced with new or refurbished functionally equivalent equipment. GTS shall make commercially reasonable efforts to replace the equipment with the same make and model. However, GTS is not obligated to provide the identical make and model. The Customer agrees to accept equipment of any make, model, and manufacturer as long as it is functionally equivalent. Defective equipment must be returned within 30 days of receipt of the new equipment, or the customer shall be invoiced for the manufacturer’s current suggested retail price. Service shall be provided between the hours of 9:00 AM and 5:00 PM, Monday through Friday, excluding holidays observed. Claims submitted after 1:00 PM are not guaranteed same-day service. Any service required outside regular service hours shall be billed at GTS's current published overtime rate.

“24 X 7 Manufacturer Support” - For all Service requests opened during the contracted hours (24 x 7) on the supported products, Avaya shall use commercially responsible efforts to commence support.

“Quarterly Remote Admin Training” - GTS shall train phone system administrators by request quarterly.

12.3 Exclusion of Services. None of the following Services are covered under any of the coverage options listed above (“Non-Covered Services”):

• Physically moving the System equipment;
• Adding additional hardware or software to the System;
• Major Programming changes to the System
• Changes required for compliance with local, state or Federal law;
• Any damage or fault to the System due to excessive or non- customary use; or (vi) any changes to the wiring or cabling of the System. As such, any required Non-Covered Services shall be billed at GTS’s current published hourly rate. Any additional equipment shall be charged at GTS’s current retail price.

13. PROVISION OF SERVICES
    • Service Orders. All orders for service (Service Order”) must be made in writing or by telephone to GTS. A Service Order is not binding on GTS until confirmed by an authorized representative of GTS in writing.
    • Scope of Maintenance Services. Maintenance services include repairs to the system in its current state as of the date of this agreement, due to customary wear and tear, normal use, and proper operation of the system as originally intended.
    • Customer shall provide full and free access to the system, its components, and its location, and shall notify GTS of any pre-existing conditions that may affect the services to be provided.
    • Remote Support. If GTS determines that remote technical assistance shall suffice, and remote service is covered under the customer’s maintenance package, GTS may, at its discretion, provide remote support instead of on-site service.
    • Date and Time of Service. Dates and times of service are provided for informational purposes only. They do not constitute a term of this agreement and shall not entitle the customer to penalty fees, compensation, or refusal to perform under this agreement. GTS shall determine service dates and times at its sole discretion, provided such date and time complies with the customer’s selected maintenance package.
14. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
    • Limitation of Liability. GTS shall not be liable for any delay or failure to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

• an act or omission of an underlying carrier, service provider, GTS or other third-party equipment, network or facility failure equipment, network or facility upgrade or modification
• Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service
• Service Outage Due to Disconnection of Your GTS Account
• equipment, network or facility shortage
• equipment or facility relocation
• service, equipment, network or facility failure caused by the loss of power to You
• outage of, or blocking of ports or other impediment to usage of the Service caused by any third party
• any act or omission by You or any person using the Service or Equipment provided to You any other cause that is beyond our control, including, without limitation, a failure of or defect in any equipment, the failure of an incoming or outgoing communication, the inability of communications including, without limitation, 911 Dialing, to be connected or completed, or forwarded.
  • Maximum Claim Amount. Our aggregate liability for any claims arising under or in connection with the subject matter of this Agreement shall in no event exceed the Service charges with respect to the affected time period.
  • Force Majeure. GTS shall not be responsible for any delay, non-delivery or default in shipment or in providing Services, in whole or in part, if occasioned by strike, war, riot or revolution or for any delay in transportation due to demands, embargoes of the United States government or any other government, or non-delivery or delays through fire, floods, terrorist attacks, drought, accidents, bad weather, insurrections, lock-outs, breakdown of machinery, acts of God, perils of the sea, stoppage of labor, shortage of carrier, or refusal of any necessary license, or government restrictions considered as “Force Majeure”, or any other unavoidable cause, and in no case shall GTS be responsible after providing Services or delivery of Systems in good order or condition should any of the above described events occur.
  • Disclaimer of Liability for Damages.

IN NO EVENT SHALL GTS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICE TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE FOR ANY REASON, INCLUDING BUT NOT LIMITED TO, THE INTENTIONAL DISCONNECTION OF SERVICES BY GTS. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

• Indemnification and Survival.

• You shall defend, indemnify, and hold harmless GTS, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to You in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, You or any third party or user of the Service, relating to the Service, including, without limitation, 911 Dialing, or the Equipment.
• The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.
  • No Warranties on Service.

GTS DOES NOT PROVIDE ANY WARRANTIES AS TO THE SYSTEM OR THE SERVICES HEREUNDER. ANY SUCH WARRANTIES ACCOMPANYING THE SYSTEM SHALL BE PROVIDED BY AVAYA OR THE THIRD-PARTY MANUFACTURER. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE SHALL MEET CUSTOMER’S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR EQUIPMENT SHALL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER GTS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICE, EQUIPMENT, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, SHALL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR

EQUIPMENT OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF GTS’S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY GTS OR GTS’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. 

• No Hardware Warranty.

YOU ACKNOWLEDGE THAT GTS IS NOT THE MANUFACTURER OF ANY HARDWARE OR EQUIPMENT AND THAT ALL HARDWARE AND EQUIPMENTS ARE BEING PROVIDED BY GTS “AS IS” AND WITHOUT WARRANTY OR GUARANTY OF ANY KIND. GTS EXPRESSLY

DISCLAIMS ANY LIABILITY FOR DELAY IN REPLACEMENTS OR RETURNS UNDER WARRANTY, WHETHER SUCH RETURNS ARE HANDLED BY GTS, AVAYA OR THE LEASING ENTITY. GTS IS NOT LIABLE TO CUSTOMER FOR ANY DAMAGE OR OTHER PROBLEMS WITH CUSTOMER’S SYSTEM RESULTING FROM ANY MAINTENANCE PROVIDED TO THE SYSTEM BY CUSTOMER OR THIRD PARTIES AND MAY REFUSE TO PROVIDE SERVICES TO ANY SUCH SYSTEM AS DETERMINED SOLELY BY GTS.

• Customer’s Warranties.

• Customer warrants that it shall make its best efforts to respond promptly and correctly to any questions posed by GTS. GTS shall not be held responsible for any delays or other costs due to Customer’s failure to promptly provide accurate information.
• Customer warrants that all information it has provided to GTS (including but not limited to the address listed above and the Internet Services Provider(s) as provided herein is true and correct, and GTS shall in no case be liable for any losses incurred by Customer due to inaccurate information.
• Customer represents and warrants that if a System planner is required, Customer shall make its best efforts to complete the System planner promptly and properly. GTS reserves the right to modify the System planner at its sole discretion.
• Customer warrants that it shall not distribute, transfer or transmit any equipment, services, software or technical information provided under this Agreement, except in compliance with all applicable import and export laws, conventions and regulations.
• Customer warrants that it shall comply with all applicable laws and regulations and with all applicable orders issued by courts or other governmental bodies of competent jurisdiction.
  • No Third-Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third-party beneficiary rights.
  • You shall be liable for any and all liability that may arise out of the content transmitted by You or to any person, whether authorized or unauthorized, using Your Service or equipment (each such person, a “User”). You shall assure that Your and Your User’s use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend Your Service and remove Your or Your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or interferes with our ability to provide Service to You or others. Our action or inaction under this Section shall not constitute any review or approval of Your or Users’ use or content.
  • No Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision nor constitute a waiver of the provision itself.

15. GENERAL
    • Prior Agreements. All prior agreements, understandings or arrangements, written or oral, heretofore made or existing among the Parties, hereto respecting any of the subject matter herein contained shall be deemed merged in and superseded by this Agreement. As stated in Section 1 of the GTS Sales and Service Agreement, the purpose of the GTS Sales and Service Agreement is to provide reference to this Agreement.
    • No modifications, amendments or termination of this Agreement, or of any of the provisions hereof, shall be binding upon either Party hereto unless the same shall be in writing and executed by all Parties hereto.
    • Successors and Assigns. This Agreement and all of the provisions contained herein shall be binding and obligatory upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
    • Further Documents. Each Party agrees at any time or times and from time to time, to make, execute and deliver any and all such other and further instruments or documents and do any and all such acts and/or things as the other Party shall reasonably require for the purpose of giving full force and effect to this Agreement.
    • All demands and notices given hereunder shall be sent by regular mail in a postage pre-paid envelope or by fax at the address set forth below or such other address as the Parties may provide in writing:

If to GTS:

Global Telecom Supply

1 Dupont St Suite 104

Plainview, NY 11803

If to Customer:

Customer Contact information contained within the Quote

15.6 Waivers and Amendments. Each of the Parties may by written notice to the other Party: (a) extend the time for the performance of any of the obligations or other actions of the other Party; (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement; (c) waive compliance with any of the covenants of the other contained in this Agreement; or (d) waive performance of any of the obligations of the other Party created under this Agreement. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar. GTS may, at its discretion and without notice, modify, change, add to or omit any terms and conditions in this Agreement. Your use of Service after one (1) full billing cycle constitutes Your agreement to such changes.

15.7 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as part of this Agreement a provision which is valid, enforceable and as similar as possible to such invalid or unenforceable provision.

15.8 Controlling Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of New York. Any action commenced to enforce the provisions of this Agreement shall be brought in the Supreme Court of the State of New York, County of Nassau. The Parties expressly acknowledge and agree that this paragraph shall be treated as both a choice of law and venue provision. The Parties further agree that such designated forum is proper and convenient. THE PARTIES AGREE THAT IN ANY PROCEEDING HEREUNDER THE RIGHT TO A JURY TRIAL IS WAIVED.

15.9 Counsel. This Agreement has been prepared by GTS which represents the interests of GTS. Customer has been advised that GTS does not represent Customer’s interests in this transaction and to obtain independent legal counsel in connection herewith and Customer has either done so or had ample opportunity to do so. The Parties hereto agree that, because this Agreement has been negotiated, no rule of interpretation or construction shall be used to interpret this Agreement against the drafter.

15.10 Attorney’s Fees. Customer shall reimburse GTS for reasonable costs and  expenses in good faith, including reasonable attorneys’ fees, incurred by GTS in exercising any of its rights or  remedies hereunder. 

15.11 Titles and Headings. The Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.