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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 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. 3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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. 3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. 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 Xxxxxxx 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 place that Services are 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. During the Term of this Agreement, Customer may add or reduce CC Services(s), provided that Customer must maintain a minimum of eighty seventy percent (8070%) of the highest total contracted amount monthly Recurring Charges for CC Service(s) ), excluding equipment, to avoid incurring early termination liability. Any new CC Service or any increases to existing CC Service during the Term of this Agreement will be billed at the contract rate. Hardware added during the Term of this Agreement will be billed at the then-current rate.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or a Service Order Form upon Upon Customer’s improper usage of the CC Service(s) for two (2) consecutive months, Masergy reserves the right to (i) review and notify Customer to remove these types of calling patterns from Masergy’s network; and (ii) to increase the charges for CC Service(s) if the improper usage continues for more than thirty (30) days after written notice to Customer, as per the notice provisions of Section 15.7. 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.
3.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” 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 or the Installation Date caused by delays in approvals by Customer or third parties under Customer’s control.
3.4. The Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)an individual site’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 demarcation (bthe “Commencement Date”). The installation date (“Installation Date”) in the case of for CC Service(s) other than a physical circuit provided by will be mutually agreed to between Masergy (i.e. CC Services, Network as a Service (NaaS) etc.)and Customer. If the Parties cannot agree to the Installation Date, the date such Service is made available and Installation Date shall be defined as seven days after the phones and/or devices have been delivered to the Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion such devices are capable of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing, if Masergy has not been provided being registered with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order FormMasergy. Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date or the Installation Date. Recurring Charges will be prorated for the first and last month of the applicable Service, Agreement 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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are delivered after commencement of the installation of facilities or the Commencement Date or the Installation 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: 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- 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 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.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. 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 Xxxxxxx 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 place that Services are 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 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 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.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. 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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are 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 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty seventy percent (8070%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. Customer is responsible for all Recurring Charges and all Non-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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are 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: 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 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.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. 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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty seventy percent (8070%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” 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 or the Installation Date caused by delays in approvals by Customer or third parties under Customer’s its control.
3.4. The Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)an individual site’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 demarcation (b) in the case of “Commencement Date”). The installation date for CC Service(s) other than a physical circuit provided by will be mutually agreed to between Masergy and Customer (i.e. CC Services, Network as a Service (NaaS) etc.“Installation Date”). If the Parties cannot agree to an Installation Date, the date such Service is made available and Installation Date shall be defined as seven days after the phones and/or devices have been delivered to the Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion such devices are capable of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing, if Masergy has not been provided being registered with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order FormMasergy. Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date or the Installation Date. Recurring Charges will be prorated for the first and last month of the applicable Service, this Agreement 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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are delivered after commencement of the installation of facilities or the Commencement Date or the Installation 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: 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- 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty seventy percent (8070%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. 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. The 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 the 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, if Masergy has not been provided with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order Form. Customer is responsible for all Recurring Charges and all Non-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 Xxxxxxx 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 billxxxx. If Masergy is not given such notice, Masergy shall bill 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 place that Services are 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: 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 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 current Initial Term or Extension Term. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty seventy percent (8070%) of the contracted amount for CC Service(s) to avoid incurring early termination liability.
3.2. Masergy reserves the right, upon thirty (30) days’ written notice, to increase the charges for CC Service(s) provided under a Sales Agreement or 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.
3.3. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form (the “Non-Recurring Charges” 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 or the Installation Date caused by delays in approvals by Customer or third parties under Customer’s its control.
3.4. The Customer may specify the Customer’s desired Service delivery date during the Service order process. The Parties agree that a Service(s)an individual site’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 demarcation (b) in the case of “Commencement Date”). The installation date for CC Service(s) other than a physical circuit provided by will be mutually agreed to between Masergy and Customer (i.e. CC Services, Network as a Service (NaaS) etc.“Installation Date”). If the Parties cannot agree to an Installation Date, the date such Service is made available and Installation Date shall be defined as seven days after the phones and/or devices have been delivered to the Customer is notified that the Service is ready to activate. If Customer and Masergy agree to activate a portion such devices are capable of the contracted Service(s), Masergy will initiate billing for the activated Service(s) effective the date of such activation. Notwithstanding the foregoing, if Masergy has not been provided being registered with information required to order or provision the Services within ninety (90) days of the execution of the applicable Service Order Form by both Parties or in the event of any delays by Customer in completing the physical site requirements or any delays in general access to Customer’s premises to deliver the Service due to Customer’s action or inaction, then Masergy reserves the right to invoice Customer for the contracted amount of such Service, unless otherwise stated on the applicable Service Order FormMasergy. Customer is responsible for all Recurring Charges and all Non-Recurring Charges specified in the Service Order Form from and after the Commencement Date or the Installation Date. Recurring Charges will be prorated for the first and last month of the applicable Service, this Agreement 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 Xxxxxxx 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 place that Services are delivered after commencement of the installation of facilities or the Commencement Date or the Installation 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: 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 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.
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Samples: Master Service Agreement
