Jaxcom Inc., a company incorporated under the laws of the Commonwealth of Pennsylvania and operating out of the city of Philadelphia, shall be referred to as the “Company.”
The Company owns and operates the website www.jaxcom.net. The Company offers products and services relating to VoIP phones, including but not limited to equipment purchases, leasing services, provision of a phone number, calling features, maintenance, and support.
The present Service Agreement (the “Agreement”) shall govern the terms upon which the Company sells, supplies, leases, provides and offers VoIP products, accessories, equipment and services to clients. This Agreement shall further govern the performance of installations and services by the Company.
In this Agreement, the client purchasing, leasing or otherwise benefitting from the services offered by the Company shall be referred to as the “Client”, “you”, “your” and other similar terms.
1. APPLICATION: The present Agreement shall apply to your purchase, lease, or securing of VoIP phones, products, and accessories from the Company. Your purchase of products or services offered by the Company shall be governed by this Agreement. This Agreement constitutes a binding and enforceable agreement between you and the Company. You acknowledge that the Company shall not be bound by any other terms or agreements except for the present Agreement.
2. CLIENT’S WARRANTIES: To purchase products and services offered thereon, you confirm the following: You are acting on behalf of a business and you hold all necessary consents and rights to bind the business. You and the business you represent are not subject to any restrictions as to purchasing products, support, and service plans from the Company. Your purchases will not conflict with any agreement, judgment, order, or relationship to which you or your business are legally bound. Your purchase and usage of the products offered by the Company will comply with the obligations set forth in this Agreement.
3. VOIP PHONES AND ACCESSORIES: The Company offers a wide range of VoIP products such as VoIP phones, related equipment, and accessories (collectively, the “VoIP Phones”). In this Agreement, any usage of the term VoIP Phones shall refer to VoIP phones, equipment, and accessories, without limitation, or any one of them, as applicable depending on the context.
4. PURCHASES: Your purchase of a VoIP Phone from the Company shall comply with this Agreement. Purchases of VoIP Phones may be made on the Company’s website, via an online chat or by calling the Company. The Company shall confirm all purchases in writing by sending you an order confirmation. Unless otherwise specified by the Company and subject to this Agreement, the VoIP Phones and accessories are manufactured by a third party, and subject to the warranty of the manufacturer.
5. LEASED VOIP PHONES: Subject to this Agreement, the Company offers VoIP Phones for lease. You can request to lease one (1) or more VoIP Phones by calling the Company or submitting a request via the Company’s website or by email. Upon the Company’s receipt of your lease request, the Company shall provide a written confirmation, which shall specify the VoIP Phone(s) leased, the duration, the cost, and all relevant information pertaining to the lease.
5.1 CLIENT’S OBLIGATIONS DURING THE LEASE: The leased VoIP Phones shall remain the Company’s sole property. You understand that the lease shall not grant you any ownership rights to the leased VoIP Phones. You will be responsible for maintaining the leased VoIP Phones in good working condition at all times. You acknowledge that you will be liable for any damage or loss to the leased VoIP Phones during the term of your lease or while the leased VoIP Phone is under your possession or care.
6. SUPPORT: The Company shall offer support and maintenance services for all leased VoIP Phones (the “Support”). To benefit from the Support, you will submit a request describing the issue to the Company by (a) phone to the phone number listed on the Company’s website, (b) by email to the address specified, or (c) via the website. The leased VoIP Phones shall include support and maintenance for the duration of the lease. Any additional warranty or extended Support may be available for purchase.
7. INSTALLATIONS: Upon your request, the Company shall perform installations pertaining to the VoIP Phones. Unless otherwise indicated, these installations shall be performed in person by the Company’s employees, contractors, or third-party consultants.
7.1 SELF-INSTALLATIONS: You agree to refer all such installations exclusively to the Company, and not to self-install unless you are experienced in installations and familiar with the Company’s Minimum Standards. The Company’s Minimum Standards constitute detailed instructions and guidelines regarding the installation of VoIP Phones. If you elect to self-install, you confirm having thoroughly reviewed the Minimum Standards and you agree to comply with the requirements set forth therein. Further, you agree to release the Company from any claims, damages, issues, charges, fees, injuries, fines, and other losses arising out of your installation of the VoIP Phones. You agree that any installations you perform shall be at your own risk.
8. RIGHTS GRANTED TO THE COMPANY: To provide the Support and to perform installations, the Company may need to access your network, equipment, control panel, servers or data. You agree to promptly disclose any pertinent information and administrator credentials to the Company. Further, you shall deliver and assign to the Company all rights to act on your behalf to perform the Support or troubleshoot in connection to the VoIP Phones. To make any purchase, lease, or benefit from services including the installation, you may be required to provide the following information: Your Personal name, your business name, your business tax ID number, your business address, your shipping address, and your billing address.
You may be required to submit additional information upon request by the Company if such information is required to process your order, lease VoIP Phones, or otherwise benefit from the Support and other services offered by the Company. You agree that all information you provide to the Company shall be truthful, accurate, and complete. You agree to update your information as needed to ensure your information is updated and current.
9. RECORDS: For quality control purposes, your communications and interactions with the Company shall be recorded and safeguarded by the Company. All communications shall be maintained by the Company’s service desk and internal CRM. The Company shall maintain such communications on file for a reasonable duration, as determined by the Company at its sole discretion, to ensure the Company fulfills your orders to ensure these are performed in accordance with the Company’s quality standards.
10. EQUIPMENT AND THIRD-PARTY SERVICES: You acknowledge that the Support provided by the Company shall only relate to the VoIP Phones. The Support offered by the Company does not extend to equipment and third-party services, including but not limited to Internet quality, equipment leased from a third party and faulty networks.
11. PRICING AND PAYMENTS
11.1 SERVICE PLANS: The Company offers three (3) different service plans for VoIP Phones and corresponding services. Each service plan includes various features, such as unlimited North American calling, unlimited virtual fax, caller ID and numbers, multi-party calling, and other features. The features included in each service plan are listed on the Company’s website. Each service plan is subject to a monthly fee, and such pricing is published on the Company’s website. All services performed by the Company as part of a service plan or otherwise as provided under this Agreement shall be referred to as the “Services”.
11.1.1 CUSTOMIZED SERVICE PLANS: The Company offers a customized service plan to businesses operating in the field of hospitality. The customized service plan offers to bill per room occupied. If you would like to benefit from a customized service plan, please send the Company a request via email, phone, or by way of the Company’s website.
11.1.2 CHANGES TO THE SERVICE PLANS: The Company reserves the right to amend, modify or otherwise change its service plans at any time at its discretion. The Company may remove or add a service plan or any of its features by publishing the revised information on its website. The revised service plans shall be applicable and enforceable as of their publication on the Company’s website unless otherwise specified by the Company.
11.1.3 DURATION OF THE SERVICE PLANS: Each service plan shall be subject to a minimum duration. If the service plan you select is subject to a minimum duration of six (6) months, you may not cancel or terminate the service plan prior to the expiry of the six (6) month term. You understand that upon selecting and purchasing a service plan, you shall be responsible for paying the monthly fees for the service plan until the completion of the service plan’s term, unless renewed. You may renew the service plan by sending a request to the Company, provided you are not in default under any provisions of this Agreement. The Company shall then confirm the renewal of your service plan in writing.
11.2 METERED BILLING: Any toll-free numbers or dial international you purchased and use shall be billed according to a metered rate. The applicable metered rates shall be provided to you by the Company as a rate sheet.
11. 3 PAYMENT TERMS: All payments you make shall comply with the payment terms set forth in this section or indicated in the order confirmation provided to you by the Company.
11.3.1 VOIP PHONE PURCHASES: Any VoIP Phone purchases shall be invoiced according to the price set forth by the Company. The pricing shall be published on the Website or in the order confirmation provided by the Company. The purchase price for the VoIP Phone(s) purchase shall be paid in one (1) full installment upfront.
11.3.2 LEASED VOIP PHONES: To lease of one (1) or more VoIP Phones, you agree to pay the Company twenty percent (20%) of the total cost for the leased VoIP Phones (the “Security Deposit”) upfront prior to the lease term. The Company shall confirm its receipt of the Security Deposit and shall then lease the VoIP Phones in accordance with your order. During the term of the lease, the Company shall hold your Security Deposit, without liability, as a security for the performance of your obligations under this Agreement.
If you default in the performance of any of your obligations under this Agreement, the Company may apply the Security Deposit towards the payment of the damage caused by such default. Provided you are not in default under this Agreement, the Security Deposit shall be credited to you at the end of the rental term. The Security Deposit shall not bear interest.
Pursuant to your payment of the Security Deposit, you shall be responsible for paying a monthly rental fee to the Company during the term of the lease. The monthly fees payable shall be indicated in the order confirmation provided by the Company and shall be invoiced on the first (1st) day of every month. You are responsible for paying the rental fee no later than by the tenth (10th) day of every month. You agree to pay the monthly fees during the entirety of the lease term.
11.3.3 SERVICE PLAN FEES: The fees for the Services shall become due and payable once the installation is complete. The Company shall pro-rate the monthly fees payable for the first month. The monthly fees for the service plan shall be payable on an ongoing basis unless otherwise indicated by the Company. You agree to pay the monthly fees for your service plan until the expiry of the service plan term.
11.3.4 INSTALLATION AND HARDWARE FEES: If your network is not up to standard or requires additional work or installations, as determined by the Company at its sole discretion, the Company shall perform the required installations and shall provide the hardware. The Company shall invoice you for such installation and hardware fees. You agree to remit payment to the Company upon your receipt of the Company’s invoice.
11.4 PAYMENT METHODS: The fees and charges due under this Agreement may be paid by credit card, check, eCheck or ACH. You must provide valid, accurate, and current payment information. Payment information may refer to a credit card, bank account, or other payment information. You represent that you are duly authorized to use the payment information provided. You agree to pay all applicable taxes and delivery fees in connection with the VoIP Phones purchased or leased.
You may complete and sign a Credit Card and Payment Authorization form to authorize the automatic monthly withdrawal of funds. You authorize the Company to keep your payment information on file to cover future payments or recurring payments. Your payment information shall be safeguarded and encrypted by the Company to prevent unauthorized access and usage thereof.
11.5 PRICING CHANGES: The Company has the right to modify the pricing of the VoIP Phones, service plans, and other fees on an as-needed basis. The revised prices will be published on the Company’s website. Any such pricing changes will not affect previous orders or orders that have already been subject to written confirmation.
11.6 PURCHASES USING YOUR PAYMENT INFORMATION: You will be responsible for all purchases, leasing or services purchased via the Company’s website using your payment information, whether or not you authorized such purchases. You will be responsible for unauthorized purchases unless you inform the Company in advance of a breach, hack or compromise of your payment information.
11.7 LATE FEES AND PAST DUE: Invoices that are past due shall be subject to a minimum 1.5% late fee per invoice up to a maximum of 4%, may incur an interest charge of 10% per annum, or the maximums allowed by law. If your account is past due and the Company notified you of the past due to balance, the Company may suspend its performance of the Support, or the execution of the lease, without any liability to you. To resume the lease or the performance of the Support, you shall pay the outstanding balance as well as any late fees owed to the Company.
11.8 REFUND POLICY: You acknowledge that all payments made to the Company are final, except if the Company authorizes a refund in accordance with the refund policy described in this section.
11.8.1 CANCELATION OR TERMINATION OF SERVICE PLAN: Considering the nature of the VoIP Phones and the Support, you will have fifteen (15) days following the activation to notify the Company in writing if you would like to cancel the service plan. If the Company receives your cancelation request within the first fifteen (15) days, the Company shall proceed with the cancelation and shall refund any unused portion of the fees paid. To cancel the service plan after the initial fifteen (15) days, you must submit a thirty (30) day prior written notice to the Company or by calling the Company. The Company reserves the right to charge a penalty equivalent to a minimum of fifty percent (50%) of the fees due for the remainder of the service plan.
11.8.2 RETURN OF VOIP PHONES: Any VoIP Phones can be returned within thirty (30) days of your purchase. You can submit a return request to the Company in writing. The Company shall refund the purchase price paid for the VoIP Phone(s) less a twenty percent (20%) restocking fee.
11.8.3 CANCELATION OR TERMINATION OF THE VOIP PHONE(S) LEASE: You may cancel your lease of VoIP Phone(s) within thirty (30) days of the commencement of the lease, provided your lease is direct with the Company. If the leased VoIP Phone(s) have been leased with a party other than the Company, the cancelation of the lease shall be subject to the third-party lessor’s terms.
The lease of your VoIP Phone(s) shall be subject to a minimum duration of twenty-four (24) months. Pursuant to the termination of the twenty-four (24) months, you may cancel the lease by sending a thirty (30) day prior written notice to the Company. If your lease is canceled prior to the end of the twenty-four (24) month term, you shall pay a penalty equivalent to fifty percent (50%) of the remainder of the lease.
11.8.4 RETURN OF THE LEASED VOIP PHONE(S): You agree to return the leased VoIP Phone(s) to the Company upon the termination of the lease term in the same condition as received. Without limiting any of the Company’s rights to recover the leased VoIP Phone(s), in the event that the VoIP Phone(s) are stolen, lost, damaged, not returned or returned in poor condition, the Company shall have the right to charge you for all repair, replacement and labor costs necessary to replace or restore the VoIP Phone(s).
12. TERMINATION BY THE COMPANY: The Company has the right to terminate or suspend the lease, the Support, the Services and/or this Agreement in the event that you breach any provision hereof. The Company may also exercise its right to terminate or suspend the same if you act unreasonably, fail to pay any sums due on their due date, or otherwise violate this Agreement. In such cases, the Company shall not be liable to you for any termination or suspension of the lease, your service plan, or otherwise.
13. LIMITATIONS OF LIABILITY: You acknowledge that the Support provided by the Company may be based, in part, on the information you provided. As a result, the Company disclaims any liability related to losses or damages that may arise as a result of inaccurate, incomplete, faulty, or mistaken information you provided. You agree that the Company will not be responsible for any losses, claims, or damages resulting in your use or inability to use the VoIP Phones delivered or leased. You further agree that your usage of the VoIP Phones and the provision of the Services are at your own risk and that the Company disclaims any and all liability related thereto, whether direct or indirect.
13.1 EXCLUSIONS OF LIABILITY: To the extent permitted by applicable law, the Company excludes all liability for losses, expenses, damages, claims and proceedings of any nature, including but not limited to indirect, general, special, punitive, incidental damages, even if the Company been advised of the possibility of such damages or losses, arising out of or in connection with the use of the VoIP Phones, the service plans, the Services, and the Support. This exclusion of liability applies regardless of whether liability is based on contract, tort (including negligence), strict liability, or another theory of law.
13. 2 AGGREGATE LIABILITY: The Company’s aggregate liability arising out of or in any way related to this Agreement will not exceed the total amount you paid to the Company in the six (6) months prior to the incident giving rise to liability.
13.3 FORCE MAJEURE: The Company shall not be liable for any damages or failure to perform obligations during a Force Majeure event. “Force Majeure” refers to unforeseeable circumstances beyond the Company’s reasonable control and includes government acts, pandemics, earthquakes, and other natural disasters.
14. WARRANTIES AND GUARANTEES: While the Company is unable to guarantee that its network will be online 100% of the time, the Company does guarantee that its network will be online 99.99% of the time.
Any VoIP Phone purchase shall be subject to the standard manufacturer warranty. Any leased VoIP Phones shall be subject to a warranty during the term of the lease, during which the Company shall replace any damaged or otherwise unusable VoIP Phone. The warranty shall cover defects in material design and workmanship. The warranty does not apply to normal wear and tear, defective usage, spills, intentional misuse, water damage, or other usages that infringe this Agreement.
Unless otherwise indicated, the leased VoIP Phone(s) shall be warranted for five (5) years.
To benefit from the warranty, you will need to provide the Company with proof of your purchase or lease of the VoIP Phones to assess the original date of purchase. The VoIP Phones must have been purchased or leased directly from the Company. The warranty does not apply to products purchased from authorized distributors or third-party sellers.
If the VoIP Phone is covered by warranty, as confirmed by the Company, the Company shall replace or repair the defective VoIP Phone. If the VoIP Phone is no longer available or out of stock, the Company may offer an alternate or replacement VoIP Phone. The Company shall request your approval prior to sending a replacement VoIP Phone.
Additional warranties and coverage for accidental damages, such as electrical damage and acts of nature, are available for purchase, subject to a fee.
15. DISCLAIMERS: The Services are provided by the Company “as is” basis without any warranties or guarantees of any nature.
The Company disclaims any responsibility related to the Company’s website, its servers and transmissions and does not represent or warrant that its website will be free of any harmful components. You, therefore, acknowledge that your usage of the Company’s website is at your own risk.
16. ENTIRE AGREEMENT: This Agreement, together with any order confirmation and document referred to herein, constitutes the entire agreement between you and the Company with respect to the subject matter hereof. This Agreement supersedes all prior negotiations and agreements between you and the Company regarding the subject matter hereof.
Technical issues may arise when using the Company’s website. Such issues may delay or prevent your access to the website. The Company has established proper procedures to ensure the continuity of the Company’s website but the Company does not guarantee that the usage of its Website is without error and uninterrupted.
17. SEVERABILITY: If any term of this Agreement is held to be invalid, unlawful, or unenforceable, the term in question will be severed or redrafted in a way as to preserve the original intention to the extent permitted by law. The remaining terms of this Agreement shall remain unaffected, valid, and enforceable.
18. WAIVERS: In the event that the Company does not insist upon the performance of any obligation set forth in this Agreement, this will not operate as a waiver of the Company’s rights and will not relieve you of your obligations under this Agreement. Further, if the Company does not exercise or delays its exercise of any right under this Agreement, this will not constitute a waiver of such rights.
19. JURISDICTION AND VENUE: This Agreement governed by the laws of the Commonwealth of Pennsylvania. In case of any dispute arising out of this Agreement, you agree that the competent courts in the Commonwealth of Pennsylvania will have jurisdiction. You hereby irrevocably consent and submit to the jurisdiction of such courts, however, the Company reserves the right to institute proceedings in another jurisdiction if the Company determines it would be preferable to do so.
20. MODIFICATIONS: The Company may modify, amend, update or revise this Agreement at any time at its discretion and without notice. The latest version of this Agreement shall be published on the Company’s website and sent to you by email or as an update. You are responsible for periodically reviewing this Agreement to ensure your compliance with the latest version thereof.
Your continued usage of the VoIP Phones provided by the Company following the publication of any modifications made to this Agreement constitutes your acceptance of the revised Agreement.