Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for any Extension Term upon ninety (90) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term. 3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 3.3. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability. 3.4. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network. 3.5. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
Appears in 2 contracts
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for any Extension Term upon ninety (90) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.3. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.43.2. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date, which is defined as: (a) the date a functioning physical circuit is prepared to route IP packets from a Masergy hub to an individual Customer site/building point of demarcation, tested and confirmed by Masergy; or (b) in the case of Service(s) other than a physical circuit provided by Masergy (i.e. CC Services, Network as a Service (NaaS) etc.), the date such Service is made available and Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s). Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.5. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice; provided that, if Masergy sends an invoice to Customer by electronic mail, it shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any purchase order, Automatic Clearing House/Electronic Funds Transfer (ACH/EFT) authorization agreements or similar documents issued by the Customer to Masergy with respect to the Service(s), shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a payment due by the Customer to Masergy under this Agreement is not received by the due date as set forth above, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent). If Customer requires that a separate billing entity be billed for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or via other advance written notice as to which billing entity and address Customer would like Masergy to bill. If Masergy is not given such notice, Masergy shall bill Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing. Notwithstanding the failure of Customer to comply with such notice requirement, Masergy shall revise an invoice to reflect the correct billing entity upon the written request of Customer, solely provided such written request is received within sixty (60) days of the date of such invoice.
3.6. If Customer elects to upgrade, relocate or otherwise change the Services delivered after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges associated with such change as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.7. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter "Taxes") and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.8. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.5; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount and setting forth the particulars thereof within sixty (60) days of the date printed on the invoice giving rise to the claim.
3.9. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre-payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre- payment provided by Customer under this Section 3.9 as security for payment of Customer’s charges, without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for any Extension Term upon ninety (90) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.3. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.43.2. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date, which is defined as: (a) the date a functioning physical circuit is prepared to route IP packets from a Masergy hub to an individual Customer site/building point of demarcation, tested and confirmed by Masergy; or (b) in the case of Service(s) other than a physical circuit provided by Masergy (i.e. CC Services, Network as a Service (NaaS) etc.), the date such Service is made available and Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s). Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.5. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice; provided that, if Masergy sends an invoice to Customer by electronic mail, it shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any purchase order, Automatic Clearing House/Electronic Funds Transfer (ACH/EFT) authorization agreements or similar documents issued by the Customer to Masergy with respect to the Service(s), shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a payment due by the Customer to Masergy under this Agreement is not received by the due date as set forth above, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent). If Customer requires that a separate billing entity be billed for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or via other advance written notice as to which billing entity and address Customer would like Masergy to xxxx. If Masergy is not given such notice, Masergy shall xxxx Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing. Notwithstanding the failure of Customer to comply with such notice requirement, Masergy shall revise an invoice to reflect the correct billing entity upon the written request of Customer, solely provided such written request is received within sixty (60) days of the date of such invoice.
3.6. If Customer elects to upgrade, relocate or otherwise change the Services delivered after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.7. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter "Taxes") and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.8. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.5; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount and setting forth the particulars thereof within sixty (60) days of the date printed on the invoice giving rise to the claim.
3.9. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre-payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre- payment provided by Customer under this Section 3.9 as security for payment of Customer’s charges without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for any Extension Term upon ninety (90) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.3. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.43.2. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date, which is defined as: (a) the date a functioning physical circuit is prepared to route IP packets from a Masergy hub to an individual Customer site/building point of demarcation, tested and confirmed by Masergy; or (b) in the case of Service(s) other than a physical circuit provided by Masergy (i.e. CC Services, Network as a Service (NaaS) etc.), the date such Service is made available and Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s). Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.5. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice; provided that, if Masergy sends an invoice to Customer by electronic mail, it shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any purchase order, Automatic Clearing House/Electronic Funds Transfer (ACH/EFT) authorization agreements or similar documents issued by the Customer to Masergy with respect to the Service(s), shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a payment due by the Customer to Masergy under this Agreement is not received by the due date as set forth above, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent). If Customer requires that a separate billing entity be billed for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or via other advance written notice as to which billing entity and address Customer would like Masergy to xxxx. If Masergy is not given such notice, Masergy shall xxxx Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing. Notwithstanding the failure of Customer to comply with such notice requirement, Masergy shall revise an invoice to reflect the correct billing entity upon the written request of Customer, solely provided such written request is received within sixty (60) days of the date of such invoice.
3.6. If Customer elects to upgrade, relocate or otherwise change the Services delivered after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges associated with such change as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.7. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter "Taxes") and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.8. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.5; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount and setting forth the particulars thereof within sixty (60) days of the date printed on the invoice giving rise to the claim.
3.9. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre-payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre- payment provided by Customer under this Section 3.9 as security for payment of Customer’s charges, without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for any Extension Term upon ninety (90) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.3. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.43.2. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date, which is defined as: (a) the date a functioning physical circuit is prepared to route IP packets from a Masergy hub to an individual Customer site/building point of demarcation, tested and confirmed by Masergy; or (b) in the case of Service(s) other than a physical circuit provided by Masergy (i.e. CC Services, Network as a Service (NaaS) etc.), the date such Service is made available and Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s). Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.5. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice; provided that, if Masergy sends an invoice to Customer by electronic mail, it shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any purchase order, Automatic Clearing House/Electronic Funds Transfer (ACH/EFT) authorization agreements or similar documents issued by the Customer to Masergy with respect to the Service(s), shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a payment due by the Customer to Masergy under this Agreement is not received by the due date as set forth above, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent). If Customer requires that a separate billing entity be billed for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or via other advance written notice as to which billing entity and address Customer would like Masergy to bill. If Masergy is not given such notice, Masergy shall bill Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing. Notwithstanding the failure of Customer to comply with such notice requirement, Masergy shall revise an invoice to reflect the correct billing entity upon the written request of Customer, solely provided such written request is received within sixty (60) days of the date of such invoice.
3.6. If Customer elects to upgrade, relocate or otherwise change the Services delivered after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.7. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter "Taxes") and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.8. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.5; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount and setting forth the particulars thereof within sixty (60) days of the date printed on the invoice giving rise to the claim.
3.9. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre-payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre- payment provided by Customer under this Section 3.9 as security for payment of Customer’s charges without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for Services for any Extension Term upon ninety thirty (9030) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.33.2. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.4. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s).
3.5. Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.6. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice. For electronic invoices, invoices shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any documents issued by the Customer to Masergy with respect to the Service(s), language in such documents shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a Customer payment is not received by the due date, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent).
3.7. If Customer requests that Masergy bill a separate billing entity for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or upon not less than sixty (60) days advance written notice as to which billing entity and address Customer would like Masergy to bill. Masergy may, within its sole discretion, agree to accommodate such a request following receipt of such notice. If no such notice is received by Masergy, Masergy shall bill Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing.
3.8. If Customer elects to upgrade, relocate or otherwise change the Services after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.9. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter “Taxes”) and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.10. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.6; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount with (A) the name and contact details for Customer’s employee with authority to resolve the dispute and (B) sufficient details supporting Customer’s claim within sixty (60) days of the date printed on the invoice giving rise to the claim. At Customer’s request, Masergy will meet with Customer (teleconference or video conference) to discuss the dispute. The portion of charges timely disputed will not be considered overdue until Masergy completes its investigation of the dispute, but Customer shall incur related late charges in accordance with Section 3.6 if such dispute is resolved in Masergy's favor. Following Masergy’s communication of the results of its investigation of the dispute to Customer, payment of all properly due charges and properly accrued late charges, if any, must be made within ten (10) days.
3.11. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre- payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre-payment provided by Customer under this Section 3.11 as security for payment of Customer’s charges without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
Rates and Payments. 3.1. Customer shall pay Masergy for all charges associated with the Services at the rates and currency set forth in the Service Order Form. Masergy may change the rates for Services for any Extension Term upon ninety thirty (9030) days written notice to Customer prior to the expiration of the Initial Term or the current Extension Term.
3.2. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears.
3.33.2. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.4. Masergy reserves the right, upon thirty (30) days’ written notice and following reasonable opportunity for Customer to cure within thirty (30) days of such notice to Customer, to increase the charges for CC Service(s) provided under a Service Order Form upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months. Improper usage patterns include, but are not limited to, calling patterns where the aggregate minutes of long distance usage per monthly billing cycle for an extension is excessive based on predictive dialing equipment, call center environments, telemarketing use or similar calling patterns. Masergy reserves the right to review and notify Customer to remove these types of calling patterns from Masergy’s network.
3.53.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” and “Recurring Charges”, respectively), Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”), to be agreed to and invoiced upon Customer’s approval of such additional charges. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)’s Initial Term and billing shall start on the Commencement Date. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s).
3.5. Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date. Recurring Charges will be prorated for the first and last month of the applicable Service, if the Service is not provided for a complete month. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable.
3.6. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after Customer’s receipt of the invoice. For electronic invoices, invoices shall be deemed to have been received on the date sent. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any documents issued by the Customer to Masergy with respect to the Service(s), language in such documents shall be deemed to be for the Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of this Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a Customer payment is not received by the due date, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under this Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a debt recovery agent).
3.7. If Customer requests that Masergy xxxx a separate billing entity for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or upon not less than sixty (60) days advance written notice as to which billing entity and address Customer would like Masergy to xxxx. Masergy may, within its sole discretion, agree to accommodate such a request following receipt of such notice. If no such notice is received by Masergy, Masergy shall xxxx Customer at the address first set forth in this Agreement or such other billing address that has been previously provided to Masergy in writing.
3.8. If Customer elects to upgrade, relocate or otherwise change the Services after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges as specified and agreed to in a Service Order Form; provided, however, that Customer shall not be liable for the early termination charges set out in Section 6.5 for the disconnection of the old site specified on the Service Order Form.
3.9. Other than taxes on Masergy’s net income, Customer will be responsible for payment of all taxes, fees, charges, surcharges, or withholdings of any nature imposed by any U.S. or foreign taxing or government authority based on the provision, sale or use of the Services (hereafter “Taxes”) and a regulatory administrative recovery fee to recover expenses incurred by Masergy related to its collection of Taxes and compliance with related regulations. All charges, fees, or quotations for Services are net of applicable Taxes. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required.
3.10. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.6; and (ii) submit a written claim to xxxxxxx@xxxxxxx.xxx regarding the disputed amount with (A) the name and contact details for Customer’s employee with authority to resolve the dispute and (B) sufficient details supporting Customer’s claim within sixty (60) days of the date printed on the invoice giving rise to the claim. At Customer’s request, Masergy will meet with Customer (teleconference or video conference) to discuss the dispute. The portion of charges timely disputed will not be considered overdue until Masergy completes its investigation of the dispute, but Customer shall incur related late charges in accordance with Section 3.6 if such dispute is resolved in Masergy's favor. Following Masergy’s communication of the results of its investigation of the dispute to Customer, payment of all properly due charges and properly accrued late charges, if any, must be made within ten (10) days.
3.11. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to Masergy’s retrieval of credit information, regarding Customer, from third parties. Masergy may require Customer to make a deposit or pre- payment reasonably acceptable to Masergy as a condition to Masergy’s acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any deposit or pre-payment provided by Customer under this Section 3.11 as security for payment of Customer’s charges without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of the deposit or pre-payment will be credited to Customer’s account, and any credit balance, which may remain, will be refunded.
Appears in 1 contract
Samples: Master Service Agreement
