Point5 Service – Terms & Conditions

These Master Terms and Conditions set forth the terms and conditions pursuant to which Point5 Managed Services LLC (“Point5”) will provide Service to paid subscribers (each a “Customer”), as specified in a Service Order or Quote from Point5 to Customer.  “Service” and/or “Services” means the provision by Point5 for the Customer of telecommunications services, as specified in a Service Order (the standard form for the ordering of Services).  

1. Effective Period. These terms and conditions remain in effect as long as Service are being provided by Point5 to the Customer pursuant to a Service Order.
2. Termination/Suspension Due To Breach. Point5 may terminate a Service Order or suspend Service immediately upon either of the following occurring: breach by Customer of any material provision of the terms and conditions, including Customer’s failure to meet payment obligations, provided that written notice of the breach has been given and the breach has not been cured within ten (10) days of such notice; or Customer provides false or misleading information to Point5 regarding the Customer’s identity, creditworthiness or planned use of the Service.
3. Other Suspension. Point5 may, without prior notice, suspend Service and (where applicable) disconnect, switch off, block access to and/or remove Customer Premises Equipment (“CPE”)—any equipment provided and installed by or on behalf of Point5 as part of a Service, including its data and/or cables—upon either of the following happening: Point5 is required to do so by a court or governmental or regulatory authority, or is required to do so to comply with statutory or regulatory requirements (or the enforcement thereof); or if the quality or availability of Service provided by Point5 to other customers is, or is threatened to be, adversely affected by the conduct of Customer or its personnel or by its equipment or cables.  Customer shall be obliged to pay all fees payable throughout the period of suspension as referred to in this section.  The suspension of Service shall be lifted within one (1) business day after the grounds giving rise to the suspension have ceased.  Point5 shall then be entitled to claim, and Customer shall pay, any reconnection charges incurred by Point5 to resume Service.
4. Non-Renewal. Sixty (60) days prior to the end of the current Service Term (length of time set forth in the Service Order for Service to be provided to Customer and any automatic renewal term, if applicable), Customer shall submit written notice of non-renewal and disconnection of a Service to Point5 via email addressed to support@point5.net.  If an appropriate disconnection request is not received, the Service will automatically renew for successive one-year periods and billing for the Service will continue as provided for in this Agreement.  Customer’s payment obligation continues until Service is disconnected in accordance with the terms and conditions set forth herein and in the Service Order.  If Customer submits a disconnect notice prior to the end of the Service Term, Customer’s payment obligation continues as set forth herein and in the terms and conditions of the Service Order.
5. Service Commencement. Point5 shall use all reasonable efforts to ensure that the Ready Service Date (the date on which Service is available to the Customer and capable of delivering the features as agreed upon in the Service Order) falls on or prior to the Estimated Delivery Date (a non-binding date on which Point5 plans to make Service available to Customer).  Service commences upon the Ready Service Date and continues for the Service Term unless terminated or suspended.
6. Non-Service Problems. If Point5 is requested by Customer to address a problem with Service that proves to have been caused by a problem in Customer’s network, equipment connected directly or indirectly to the CPE, or Customer’s personnel, Point5 reserves the right to charge all reasonable expenses incurred by Point5 in resolving the reported problem.
7. Equipment Collection and Return. Upon termination and disconnection at the end of the Service Term as provided above, Customer will cooperate with Point5 in the prompt collection and return of any CPE.
8. Sole Use. Customer shall utilize Service solely for the purpose(s) of its business and in compliance with all applicable laws and regulations.  Customer shall not resell the Service.
9. Payments. Payment of non-recurring charges (“NRC”) shall be due upon execution of the Service Order.  Point5 will invoice Customer for recurring charges in advance on a monthly basis.  Unless otherwise specified on the Service Order, Customer will be invoiced for Services as of the Ready Service Date.  When a Service is initiated on a day other than the first day of the month or terminates on a day other than the last day of the month, the charge for that month will be pro-rated for the number of days that Service was provided in that month.
10. Late Payments. Customer shall pay each invoice within thirty (30) days of the invoice date.  In the event Customer should fail to make any payment when due, Customer shall incur a late charge on all past due amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.  In the event that Customer is overdue on its payment obligations, Point5 may, upon no less than five (5) days prior written notice to Customer, suspend the circuits, Service, and/or work being delivered for any Service Order until Customer’s account is current.
11. Payment Disputes. To the extent Customer, in good faith, disputes all or part of an invoice, it shall notify Point5 of the dispute and the grounds thereof in writing within ten (10) days of the invoice date, and Point5 will credit Customer’s subsequent invoice for any disputed charges that Point5 and Customer agree should not have been invoiced to Customer.  Any credits, reimbursements, or recoveries by Customer, or back billing or recovery by Point5, relating to disputed charges, overcharges, unbilled charges, or other billing matters shall be limited to the three (3) month period prior to and ending on the date of the written notice of dispute.  Any and all such credit allowances shall only be credited to Customer if Customer is not in default of its payment obligations.
12. Customer Breach. If Point5 terminates any individual Service Order for Customer’s breach of the terms and conditions herein or in the applicable Service Order, then Customer will pay Point5 within thirty (30) days after such termination all past due charges and interest incurred through the date of termination plus the sum of: (a) one hundred percent (100%) of any unpaid monthly recurring charge (“MRC”) that would have been incurred for the ordered Service; (b) any disconnection, early cancellation, or termination charges incurred and paid to third parties by Point5 on behalf of Customer; and (c) any additional amount(s) specifically set forth in a Service Order.
13. Customer Termination. If Customer terminates any individual Service Order, except in the case of Point5’s breach of the terms and conditions herein and in the applicable Service Order, then Customer will pay Point5 within thirty (30) days after such termination all past due charges and interest incurred through the date of termination plus the sum of: (a) one hundred percent (100%) of any unpaid monthly recurring charge (“MRC”) that would have been incurred for the ordered Service; (b) any disconnection, early cancellation, or termination charges incurred and paid to third parties by Point5 on behalf of Customer; and (c) any additional amount specifically set forth in a Service Order.
14. Installation Failure. An additional charge may be added if installation is delayed, postponed or fails due to the Customer, including but not limited to, no access to the premises, incorrect/missing internal cabling and/or power facilities and wrong environmental conditions.
15. Service Outages. Point5 agrees to take immediate action to attempt to correct any Service Outage (a Service Outage is based on “Network Downtime/Unavailability” that exists when a particular Customer’s port is unable to transmit or receive data and such failure is recorded in Point5’s Trouble Ticket System) upon becoming aware of the Service Outage, or after receiving notice from Customer that a Service Outage exists, whichever occurs first.  Service Outage notifications must be initiated by contacting Point5’s Network Operations Center by telephone at 888-689-7189.
16. Scheduled Maintenance. Point5 shall endeavor to give Customer five (5) working days’ notice of any Scheduled Maintenance (any preventative, routine, or scheduled maintenance that relates to Service, the Point5 or supplier’s network, or any component thereof, which Point5 or supplier or its agents reasonably believe is necessary in order to prevent or remedy a defect that may affect the use of or access to Service).
17. Emergency Maintenance. Point5 will provide as much notice as possible to Customer in the event of Emergency Maintenance (any maintenance as a result of an emergency that is performed with regard to Service, the Point5 or supplier’s network or any component thereof, which Point5 or supplier or its agents reasonably believe is necessary in order to remedy a defect that may affect the use of or access to Service).
18. Service Delivery. On the Ready Service Date, Point5 will provide Customer with notice that the Service is available for use. Within forty-eight (48) hours of receipt of the notice, Customer shall notify Point5 of any problems with the Service or the Service will automatically be deemed to be accepted.
19. Taxes and Fees. Customer shall be responsible for any applicable foreign, federal, state, or local taxes and fees.  Service charges mentioned in quotes and Service Orders do not include taxes and fees, as applicable, in connection with the furnishing of such Service.  Point5 will specify taxes and fees in each invoice, however, this shall not waive Customer’s obligation to any further taxes or fees that may arise.
20. Access. Point5, its employees, contractors, and agents will have the right to access any Point5 equipment or facilities at Customer’s premises, twenty-four (24) hours a day, seven (7) days a week.  The Customer shall not permit, nor allow others to alter, disconnect, remove, attempt to repair, or otherwise interfere with the Point5 equipment or facilities.  Customer shall make available—at no cost to Point5—adequate power, space, and environmental conditions for Point5 equipment installed on Customer’s premises.
21. Notice. Customer shall provide written notice of any alleged failure of Point5 to perform its contractual obligations and any damage arising from any unavailability, delay, interruption, disruption, or degradation of Service, or negligence of Point5 within thirty (30) days of the Customer first becoming aware of it.  Point5 shall not be liable for any such failure or damage that is not reported by Customer within this period.
22. Force Majeure. With the exception of the payment of charges due under this Agreement, neither Point5 or the Customer shall be liable, nor shall any credit or other remedy be extended, for any failure to fulfill obligations under the terms and conditions herein or in any Service Order due to causes beyond either parties reasonable control, including but not limited to: acts of God; flood; extreme weather; fire or other natural calamity; terrorist attack; any law, order, regulation, or action of any governmental entity or civil or military authority; power or utility failures; fiber or cable cuts; unavailability of rights-of-way; national emergencies; riots; wars; or strikes, lock-outs, work stoppages, or other labor difficulties.
23. Point5 shall under no circumstances be held liable for any indirect loss, damage, or expense, including, without limitation, loss of profits, revenues, goodwill, management time, anticipated savings, or any other form of indirect or consequential damages resulting from, or in connection with, any unavailability, delay, interruption, disruption, or degradation in or of Service, nor for any loss, destruction, or degradation of information. Point5 shall under no circumstances be held liable for any action and/or omission of its Suppliers.  CUSTOMER’S SOLE REMEDY FOR THE FAILURE OR NONPERFORMANCE OF POINT5 AND/OR THE SERVICE SHALL BE the lesser of either (I) A CREDIT as set forth in the applicable Point5 Service level agreement; or (II) reimbursement of the sum actually paid by customer to Point5 for the affected service during the three (3) month period preceding  and ending on the date such claim arose.  the foregoing limitation applies to all causes of action and claims of any kind arising out of or related to this agreement or any service order.  customer, including its affiliates, agents, suppliers, officers, directors, shareholders, and employees, acknowledge and accept the reasonableness of the foregoing limitation of liability.