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2003 TekVoice Revised 04.01.03
Master Telecommunications
Services Agreement
Contract #
___________
Major Account Exec.
__________________
General Term and Conditions attached Yes No
This Master Telecommunications Services Agreement (the "MTSA") is
effective this 1st day of June, 2003 (the "Effective Date"), by
and between IP Voice Communications, Inc. ("Company"), a
Nevada Corporation, with offices at 00000 Xxxxxxxx Xxxxx, Xxxxxx,
Xxxxx 00000, and MOS, Inc, ("Customer") a Florida Corporation with
offices at 0000 Xxxxx Xxxxx Xx. 0, Xx. Xxxxxxxxxx, XX
00000
WHEREAS, Company provides a broad range of communications
services, to select companies to re-market as a branded service to
their current customers and/or potential customers.
Company is willing to provide the Services to Customer pursuant to
the rates, terms and conditions set forth in this MTSA, any
Attachments, exhibits hereto or terms of order forms.
WHEREAS, Customer will purchase services from Company, on a per
package basis as defined by attachments to the Master
Telecommunications Services Agreement (MTSA) and Customer
has engaged Company to provide these services in all current
markets and future market expansion, based on the success of
services roll-out.
WHEREAS, Customer intends to sell Bundled Voice services, provided
by Company to their Customers ("Clients") on a retail basis, and
Company will provide billing, Network Operations Software
and support, and Trouble ticketing capabilities.
WHEREAS, Company will generate sales on behalf of Customer, under
a mutually acceptable and separate letter agreement, by and
between the both parties. Customer will have no obligation to
accept such sales and will have the explicit right to reject, any
business that's outside the Customers current scope of operation.
NOW THEREFORE, the parties agree as follows:
CUSTOMER INFORMATION
Company Name (Exact legal name)
Medical Office Software, Inc.
Type of Entity (Individual, corporation, partnership, limited
liability co., etc.)
Corporation
Street Address
0000 Xxxxx Xxxxx Xx. 0
Xxxx
Xx. Xxxxxxxxxx
Xxxxx
XX
Zip Code
33313
Company's Main Tel. No.
000-000-0000
Fax No.
000-000-0000
Customer Contact Name (finance)
Xxxxxx Xxxxxxx
Tel. No.
000-000-0000
Additional Info. Attached
Yes NO
Additional Contact Person
Xxx Xxxx
Tel. No.
000-000-0000
Federal ID No.
00-0000000
State ID No.
Tax-Exempt?
Yes No
(If yes, please attach a copy of exemption
certificate.)
Current Customer
Yes No
SERVICES
Customer hereby agrees to purchase from Company and Company agrees
to provide to Customer, the following services (the "Services") as
set forth in the Attachments hereto, (please check the
appropriate boxes below). (Additional Services can be subsequently
ordered by submitting additional Attachments referencing the
original Contract Number on this MTSA).
COMPANY Branded TekFusion Services Platform, Attachment A
COMPANY Dedicated Transport/Special Access Service, Attachment B
COMPANY Dedicated Internet Access/Backbone Transport Service,
Attachment C
COMPANY Hardware solutions, Attachment D
Backbone Transport Service, Attachment E
Branded Corporate Calling Card service, Attachment F
COMPANY Enhanced Messaging Services, Attachment G
COMPANY Provisioning/Professional services, Attachment F
TERM
The Term of this MTSA shall commence on the Effective Date and
continue for Three (3) years. On Client contracts or subsequent
agreements, Company's term shall run concurrently with each
successive agreement or contract between Customer and Client, on
Services purchased from Company.
CUSTOMER ACKNOWLEDGEMENTS
Customer acknowledges that Company will be providing Customer
Premise Equipment (CPE) to Clients of Customer. At no time shall
title to such equipment transfer either by default or term to
Customer. Customer also acknowledges that in the event of Default
by Customer or Client, Company shall have full access to any
related CPE, on a 30 day written notice from Company.
Company may conduct a review of Customer's credit rating, and that
Company may require a security deposit. The amount of the deposit
will be based upon the anticipated monthly billing for the
Services the Customer is ordering. The unused deposit, if any,
will be refunded once this Agreement is terminated. In the event a
deposit is required, Customer will be notified and will be
required to execute a separate security deposit agreement.
The Services provided hereunder are subject to the rates, terms
and conditions set forth (1) this MTSA, including the General
terms and conditions set forth on page 2 hereof, and (2) the
Attachments hereto or all future order forms. Acceptance of this
Agreement is contingent upon acceptance by a representative of
Company duly authorized to execute this Agreement.
AGREED AND ACCEPTED:
IP VOICE COMMUNICATIONS CUSTOMER
By: By:
Printed Name Printed Name Xxxxxx Xxxxxxx
Title Title COO
This agreement must be executed on behalf of COMPANY by the C.E.O
or President Company Name Medical Office Software, Inc.
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? 2003 TekVoice Revised 04.01.03
A. General Terms and Conditions Applying To All Company Services:
1. Customer's Obligations. Customer shall be required to provide
access to adequate electrical power, a suitable cable access
route, environment, and space for Company's CPE on Client
location, and to pay for any
damages caused to Company's equipment by Client's negligence or
willful acts or any similar cause; Customer shall make Company's
equipment located on Client's premises available for maintenance
in a timely manner;
and shall pay Company charges for time and material resulting from
problems which were caused by Client or Client's equipment. Any
Company CPE shall remain the property of Company and shall not
become part of the
real estate and at no time will title transfer to Customer or
Client.
Equipment and Installation. Neither party shall adjust, align,
attempt to repair, relocate or remove the other party's equipment,
except as expressly authorized in writing by the other party.
2. Payment and Cancellation. Payment for all charges and
governmental taxes and assessments on the Service is due upon
installation of Client services, Subsequent invoices will be due
within thirty (30) days of date of
invoice. In the event Customer fails to pay Company invoice in
full on or before thirty (30) days after the due date, Customer
shall also pay a late fee in the amount of the lesser of 1.5% of
the unpaid balance per month or
the maximum lawful rate. Company shall also have the right, after
giving Customer ten (10) days written notice, to cancel or suspend
all Services until Customer has paid any arrearages, including any
late fees as
specified herein. Written requests for billing adjustments
together with all supporting documentation must be received by
Company within forty-five (45) days from the date of the invoice
or the right to billing adjustment
shall be waived. In the event of a billing dispute, Customer shall
timely pay the undisputed amounts, including payments on defaulted
Client accounts.
3. Fee Schedules. Company shall charge Customer as defined by the
Customers retail Tekfusion pricing. These fees include, Access to
Local, Long Distance, Amortized equipment cost, and CPE,
Operational overhead
and per line license fees for Billing services and software,
Network Operations services, Trouble ticketing and branding of all
related software needed to provide Branded services from Company.
Fee Schedules for
TekFusion will be outlined on Services Attachment A. Other Company
products and services will be outlined in their corresponding
Services Attachment.
4. Service Requests. Customer may cancel a service request if it
provides written notice at least fifteen (15) days prior to the
originally scheduled service installation date. All costs and
expenses incurred by Company in
connection with the cancellation of a service installation date
shall be charged to Customer and shall be due and payable
according to the terms hereof. If Customer cancels an order less
than fifteen (15) days prior to the
originally scheduled service installation date, Customer shall pay
a cancellation fee of one and one-half (1.5) times the monthly
recurring charges in addition to the costs and expenses incurred
by COMPANY.
5. Force Majeure. Notwithstanding anything herein to the contrary,
Company shall not be liable to Customer or any other party for any
failure of performance if such failure is due to any cause or
causes beyond the
reasonable control of Company including, but not limited to, fire,
explosion, vandalism, cable cut, storm or other similar
occurrences, any governmental action or any national emergencies,
insurrections, riots, wars, strikes
or other labor difficulties, supplier failures, or shortages.
6. Limitation of Liability of COMPANY; Warranties. THE ENTIRE
LIABILITY OF COMPANY OF WHATEVER NATURE ARISING OUT OF THE
PROVISION OF ANY SERVICE HEREUNDER SHALL NOT EXCEED AN
AMOUNT EQUAL TO THE PROPORTIONATE FIXED MONTHLY CHARGES TO
CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE,
OMISSION, INTERRUPTION, DELAY, ERROR, OR
DEFECT IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION
GIVING RISE TO A CLAIM OCCURS. IN NO EVENT SHALL COMPANY BE LIABLE
FOR INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL, OR INCIDENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO, THE LOSS OF PROFITS, REVENUES OR DATA OR INACCURATE DATA, EVEN
IF ADVISED OF THE FORESEEABILITY OF
SUCH DAMAGES. COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES
WITH RESPECT TO SERVICE OR EQUIPMENT, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Confidentiality. All knowledge and information acquired during
the term hereof concerning either party's business affairs and
operations shall be deemed confidential. The parties, their
officers, directors, partners,
employees, affiliates, agents and representatives will keep such
information confidential and disclose such information to only
those third parties as may be required to fulfill its obligations
hereunder. Each party shall be
fully liable for any breach of confidentiality by itself, its
agents and representatives.
8. Additional Provisions. (A) Failure to give notice of default or
to enforce compliance with any condition of the MTSA, the waiver
of any condition or the granting of an extension of time for
performance shall not constitute
the permanent waiver of any term or condition of this MTSA; (B)
Company shall be entitled to attorneys fees and related expenses
in the event suit is brought or an attorney is retained to enforce
the terms of this MTSA or
to collect any moneys due hereunder or to collect money damages
for breach hereof; (C) the Service provided by Company is subject
to the condition that it will not be used for any unlawful
purpose; (D) any modification to
this MTSA must be in a writing signed by both parties and Customer
acknowledges that no representation, promise, inducement or
statement of intention has been made by Company which is not
included herein; (E) this
MTSA shall be binding upon and inure to the benefit of the parties
hereto and their respective successors or assigns, provided,
however, that Customer shall not assign or transfer its rights or
obligations under this MTSA
without the prior written consent of Company; (F) if any part of
this MTSA, including all Attachments/Exhibits signed in connection
with this MTSA, shall be held unenforceable, the remainder of this
MTSA shall remain in full
force and effect; (G) descriptive headings in this MTSA are for
convenience only and shall not affect the construction of the
MTSA; (H) Customer grants Company the right to perform all of its
obligations under this
Agreement. Upon expiration or termination of this Agreement,
Company has the right to enter Customer's or Clients premises in
order to remove all Company equipment.
9. Notice. Notices to the parties under this MTSA shall be
effective if in writing and delivered in person or by United
States First Class Mail, postage prepaid, to the person who signed
this MTSA at the address appearing on
the MTSA or such other address as a party provides to the other
party by proper notice hereunder. The effective date of any notice
under this MTSA shall be two days after the date of mailing.
10. Taxes and Additional Charges. Any applicable federal, state or
local use, excise, sales or privilege taxes, duties or similar
liabilities, or any presubscribed interexchange carrier charges,
if any, charged to or against
Company or Customer because of the Services furnished by Company,
shall be paid by the Customer in addition to the regular charges
under this MTSA.
11. Subject to Laws. The Company Services are subject to all
applicable federal, state and local laws, and regulations, rulings
and orders of governmental agencies, and the obtaining and
continuance of any required
approval or authorization of the FCC or any governmental body
either directly or indirectly through underlying providers. Either
party may terminate its obligations without liability with regard
to the Company Service if
ordered to do so by a court or other governmental agency. If any
such order or ruling would materially and adversely impact Company
in carrying out its obligations under this MTSA, Company shall
have the right to
terminate this agreement without liability for such termination.
In the event of a ruling or enactment by a government authority
which adversely affects the cost of providing service, Company
reserves the right upon Ninety
(90) days notice to Customer, to discontinue the effected service
or increase Company's pricing, in the event of such a price
increase, Customer may cancel the effected service without
penalty.
12. Fraud Language. Company is not liable for any damages,
including without limitation usage and toll charges, Customer may
incur as a result of the unauthorized use of Customer's telephone
facilities. This unauthorized
use includes, but is not limited to, the placement of calls from
Customer's premises and the placement of calls through Customer
provided equipment. In no event will Company be liable for
protection of Customer's
transmission facilities or equipment from unauthorized access, or
for any unauthorized access to or alteration, theft or destruction
of Customer's data files, programs, procedure or information
through fraudulent means or
devices. Customer shall remain responsible for any long distance
charges or other charges irrespective of any actual or alleged
unauthorized or fraudulent use. Company shall use reasonable
efforts to obtain a credit from
its long distance carrier for all fraudulent or unauthorized long
distance usage. COMPANY shall have the right, but not the
obligation, to immediately deactivate Customer's long distance
service or other services, in the
event Company reasonably believes such service is the subject of
suspected theft or fraud.
13. Service and Deposit. Company shall provide the services at the
rates and upon the terms specified herein and in the attachments
for services. Customer may be required to pay a deposit prior to
the initiation of service.
Company reserves the right to review Customer's monthly bills and
payment history and if deemed necessary, may increase the deposit.
14. Default. Upon default by Customer, Company may suspend Service
to Customer until Customer remedies the default, or it may
terminate this Agreement and the service being provided hereunder.
Customer is in default
of this Agreement if it
a. Is more than fifteen (15) days past due in paying any Company
invoice pursuant to its terms, excluding those amounts which
Customer has notified Company as reasonably being in dispute
b. Fails to cure any non-monetary breach of any terms of the
agreement within thirty (30) days of receiving written notice of
the default from Company; or
c. Files or initiates proceeding or has proceedings filed or
initiated against it, seeking liquidation, reorganization or other
relief (such as the appointment of a trustee, receiver,
liquidator, custodian or
other such official) under any bankruptcy, insolvency or other
similar law.
15. Discontinuance of Service. In all cases where Customer desires
to terminate service, including without limitation contracts on a
month-to-month basis, Customer shall give Company sixty day (60)
notice
that Customer is terminating services by certified mail, return
receipt requested to the following address: Centric Solutions
Corporation, 00000 Xxxxxxxx Xx. Xxxxx 000 Xxxxxx Xxxxx. Customer
shall be responsible
for payment to Company for the Services to be terminated through
the month in which Company receives such certified letter.
Additional termination charges, up to and including remaining
contract obligations
may also apply where Customer is not on a month-to-month term.
