1. SCOPE & ACCEPTANCE

1.1 What these terms cover. These terms govern recurring communications services and related equipment and installation provided by Networks & Communications LLC, doing business as Netcom (“Netcom”), to a business customer (“Customer”), including: POTS replacement and analog line services delivered over cellular or IP networks; SIP trunks and station lines; analog telephone adapters (ATA); fax services, whether portal-based, email-delivered, or ATA-delivered; toll-free (8XX) numbers and associated inbound minutes; overhead paging interfaces and paging services; E911 access; equipment maintenance, backup power equipment and replacement parts; and the on-site work performed in connection with any of the foregoing.

1.2 Which terms apply. Netcom publishes three sets of terms. The Equipment & Service Terms govern device purchases and carrier activations. The Field Services Terms govern on-site work. These Telecom Services Terms govern the services listed in §1.1.

1.2.1 Order of precedence. For any order for the services listed in §1.1, the following order controls: (a) these Telecom Services Terms; (b) the Field Services Terms, but only §§4.3–4.6 (site readiness, scheduling, cancellations, no-shows, changes and concealed conditions, timeframes) and §6 (site surveys), which apply to on-site work performed with such an order; and (c) the Equipment & Service Terms, as to any hardware purchased. Nothing in the Equipment & Service Terms or the Field Services Terms relating to carrier activation, device-subsidy recovery, free-installation thresholds, or activation commitment windows applies to an order for these services.

1.3 Acceptance. Customer accepts an order by any of: electronically accepting or signing the quote, remitting payment, or authorizing Netcom to provision, install, or ship. Each order is governed by the version of these terms in effect on the date the quote is accepted. Netcom may revise these terms prospectively on 30 days’ notice; revisions do not alter orders already accepted except as required by law or by a change in regulatory obligation.

1.4 Dispatch requires an accepted quote. Netcom requires an accepted quote before dispatching a technician or provisioning service. Verbal authorization is not sufficient.

1.5 Business customers only. These services are offered to business and commercial customers. Netcom does not provide residential service.

1.6 No oral modification. Only a writing signed by an officer of Netcom may vary these terms. No statement by a sales representative, technician, distributor, or carrier representative modifies them, waives a charge, or creates a warranty.

2. TERM, CANCELLATION & EARLY TERMINATION

2.1 Initial term. Unless the quote states otherwise, each line or service is provided on a 12-month initial term beginning on its activation date. Lines activated at different times carry independent terms.

2.2 After the initial term. Service continues month to month until cancelled under §2.3. Netcom may adjust month-to-month rates on 30 days’ notice. Rates during an initial term are fixed, except for taxes, regulatory fees and surcharges, which pass through as incurred (§3.2).

2.3 Cancellation. Either party may cancel month-to-month service on 30 days’ written notice. Customer notice must be sent to accounting@networksandcommunications.com. Notice given to a technician, a sales representative, or a third-party provider is not effective. Cancellation takes effect at the end of the billing cycle in which the notice period expires. Netcom does not prorate partial months.

2.4 Early termination charge. If Customer cancels a service before the end of its initial term — or if Netcom disconnects for non-payment under §3.7 — a charge applies equal to 50% of the monthly recurring charge for the cancelled service, multiplied by the number of full months remaining in the term.

2.5 Nature of the charge. The early termination charge is a good-faith estimate of Netcom’s committed wholesale and regulatory costs for the remaining term. It is liquidated damages for cost recovery and is not a penalty. The parties agree that actual damages would be difficult to determine. The charge is invoiced on the final invoice, is due 15 days from issue, and may be invoiced up to 12 months after disconnection.

2.6 One-time charges are not refundable. Installation, staging, provisioning, survey work, shipping, and equipment purchased outright are not refunded on cancellation and are not credited against early termination charges.

2.7 Waiver. Netcom will waive the early termination charge where cancellation results from Netcom’s material failure to provide the service, uncured 30 days after written notice.

2.8 If a life-safety authority rejects the service. Where an order is for a life-safety application under §7 and the authority having jurisdiction, Customer’s alarm monitoring provider, or Customer’s elevator service company declines to accept the service, Customer may cancel the affected line with no early termination charge under §2.4, provided Customer gives written notice to the address in §2.3 (accounting@networksandcommunications.com) within 30 days of installation and documents the rejection. Installation labor already performed and equipment purchased outright remain payable.

3. BILLING, TAXES & PAYMENT

3.1 Recurring charges. Billed monthly in advance beginning on the activation date, whether or not Customer has begun using the service. One-time charges are billed as stated on the quote.

3.2 Taxes, regulatory fees and surcharges. Quoted amounts are exclusive of tax. Telecommunications taxes, regulatory fees and surcharges — including federal Universal Service Fund contributions, E911 and 988 fees, state and local telecommunications taxes, franchise fees, and regulatory cost-recovery charges — are calculated at the time of billing and added to each invoice. These vary by service address and change with regulatory action outside Netcom’s control. They are not included in quoted monthly amounts, and a change in them is not grounds for cancellation without the charge in §2.4. Customer claiming exemption must furnish a valid exemption certificate before it takes effect; exemptions do not apply retroactively.

3.3 Usage. Where a service includes an allotment of minutes, usage beyond the allotment is billed in arrears at the rate stated on the quote. Where no rate is stated, domestic usage is billed at $0.0085 per minute. International usage is billed at Netcom’s then-current rates and may require a deposit.

3.4 Disputes. Customer must dispute an invoice in writing within 60 days of the invoice date. Undisputed portions remain due. Invoices not disputed within that period are deemed accepted. Customer may not set off disputed amounts against other invoices.

3.5 Late charges. Past-due balances accrue interest at 1.5% per month or the maximum lawful rate, whichever is less.

3.6 Suspension. Netcom may suspend service on an account 15 days past due after written notice to the billing contact on file. Suspension does not relieve Customer of charges accruing during suspension and does not extend the service term. Recurring charges continue to accrue while service is suspended.

3.7 Disconnection. Netcom may disconnect an account 60 days past due. Disconnection for non-payment is treated as a Customer-initiated cancellation and the early termination charge in §2.4 applies.

3.8 Restoral. Restoral requires payment of the full past-due balance plus a restoral charge of $50.00 per line. Numbers disconnected under §3.7 may not be recoverable — see §4.4.

3.9 Automatic payment. Where Customer enrolls in automatic payment, Customer authorizes Netcom or its billing provider to charge the payment method on file for all amounts due until enrollment is cancelled in writing. Customer is responsible for maintaining a current payment method; a failed automatic payment is treated as non-payment under this section.

3.10 Collections. Customer is responsible for Netcom’s reasonable costs of collection, including collection agency fees and reasonable attorney fees. In any action to collect, the prevailing party recovers reasonable attorney fees and costs.

4. TELEPHONE NUMBERS & PORTING

4.1 No ownership. Telephone numbers assigned to Customer are provided as part of the service. Customer does not own assigned numbers and acquires no property right in them, except as provided by applicable number-portability rules.

4.2 Porting away. Netcom will not unreasonably delay or refuse a valid port-out request, and will process valid requests in accordance with applicable FCC and industry porting rules.

4.3 Accuracy of porting information. Customer is responsible for the accuracy of information it supplies. Netcom is not liable for delays or rejections caused by inaccurate information, an incorrect losing-carrier account number, or a mismatch between the service address on file and the address of record with the losing carrier.

4.4 Reclamation. Numbers not ported within 30 days of disconnection are returned to inventory and may become permanently unavailable.

4.5 Porting is not cancellation. Porting a number away does not by itself cancel service. Customer must give notice under §2.3; otherwise charges continue.

5. EQUIPMENT, POWER & BACKUP

5.1 Purchased equipment. Equipment sold outright becomes Customer’s property on payment in full. Risk of loss passes on delivery.

5.2 Warranties. Netcom passes through, but does not extend or assume, manufacturer warranties. Netcom is not the manufacturer and makes no independent warranty as to equipment, except the workmanship warranty in §9.10.

5.3 Maintenance. Where a recurring maintenance charge applies, it covers firmware updates, configuration support, and advance replacement of equipment that fails in normal use. It does not cover physical damage, misuse, liquid or power damage, lightning or surge events, theft or loss, damage from Customer-supplied power or cabling, or damage from relocation not performed by Netcom.

5.4 Advance replacement. Where Netcom ships advance-replacement equipment, Customer must return the failed unit within 15 days. Units not returned are billed at replacement cost.

5.5 Equipment provided with a term. Equipment supplied at no charge or below cost as part of a term commitment remains Netcom’s property until the initial term completes. On early cancellation Customer must return it in working condition within 15 days or be billed replacement cost.

5.6 Relocation. Customer must not relocate equipment to a different service address without notifying Netcom in advance. Relocation affects 911 routing (§6.3) and telecommunications tax jurisdiction (§3.2).

5.7 Power is required. These services require electrical power at the premises and will not operate during a power outage except while supported by battery or backup power.

5.8 Batteries, power supplies and inverters. Where Netcom supplies a battery, power supply, or power inverter, its runtime is an estimate under manufacturer test conditions and will vary with load, temperature, battery age, and configuration. Netcom does not warrant any specific runtime. Batteries are consumable. Battery replacement is Customer’s responsibility and is not covered by maintenance under §5.3 or the warranty in §9.10. Customer is responsible for testing backup power on the schedule required by any applicable code and for replacing batteries at end of life.

5.9 Customer-provided power. Customer is responsible for providing suitable, properly grounded, continuously available power at the equipment location and for any electrical work required to provide it. Netcom does not perform electrical work.

6. 911 — LIMITATIONS & CUSTOMER OBLIGATIONS

6.1 Not equivalent to landline service. Customer acknowledges the differences described above and accepts service on that basis.

6.2 Power and connectivity. See §5.7–5.9. Backup power runtime is finite and is not warranted.

6.3 Registered service address. 911 calls route based on the registered service address on file for each line. Customer must (a) provide a complete and accurate service address for every line, including floor, suite, or unit where applicable; (b) update the registered address before relocating any equipment; and (c) verify the registered address after installation and after any change. Netcom is not responsible for emergency calls misrouted because Customer failed to provide or update an accurate registered address.

6.4 Suspension. 911 may be unavailable while service is suspended or disconnected for non-payment.

6.5 Warning labels. Netcom supplies 911 limitation warning labels with each device it installs or ships. Customer will affix a label on or near each device used to place calls, and may request additional labels at any time at no charge. This obligation is in addition to, and not a substitute for, Customer’s notification duty in §6.6.

6.6 Customer notification. Customer will inform all users, employees, contractors and occupants at the premises of the limitations in this section, and will post 911 limitation notices where required by applicable law or code.

6.7 Acknowledgment. Netcom obtains and retains a written or electronic acknowledgment of this section from every customer before provisioning any line. The acknowledgment is recorded against the accepted quote. Where an order includes a life-safety application under §7, Netcom may require a separate, additional acknowledgment of §6 and §7 before provisioning.

7. LIFE-SAFETY, FIRE ALARM, ELEVATOR & MONITORED LINES

7.1 Code acceptance is Customer’s responsibility. Before placing the service into service, Customer is solely responsible for confirming that it is accepted by (a) Customer’s alarm monitoring provider or central station; (b) Customer’s elevator service company, where applicable; and (c) the authority having jurisdiction (AHJ) — and that it satisfies all applicable codes and standards, which may include NFPA 72 and ASME A17.1.

7.2 No certification by Netcom. Netcom does not certify, inspect, approve, or warrant compliance with any life-safety code or standard, does not act as an alarm monitoring provider, and does not monitor any line or alarm.

7.3 Testing. Customer is responsible for testing each life-safety line immediately after installation, and thereafter on the schedule required by the applicable code, and for promptly reporting any failure to Netcom.

7.4 Interruption. Customer acknowledges that any interruption of service — including power loss, network or carrier outage, scheduled maintenance, and suspension or disconnection for non-payment under §3.6–3.7 — will interrupt life-safety communication, and that Customer must keep the account in good standing and maintain backup power accordingly.

7.5 Panel supervision. Some alarm panels supervise the line and will report a trouble condition on an IP or cellular path. Configuration of the alarm panel is Customer’s responsibility or that of Customer’s alarm contractor, and is outside Netcom’s installation scope under §9.4.

7.6 Allocation of risk. Customer acknowledges that Netcom’s charges are not consideration for assuming the risk of loss of life or property, that Netcom is not an insurer, and that Customer is responsible for obtaining insurance covering such risks. The limitations in §10.1 apply to this section.

8. SERVICE-SPECIFIC TERMS

8.1 POTS replacement. Replacement of a traditional analog line with a cellular- or IP-delivered equivalent is subject to §5 (power), §6 (911), §7 (life-safety) and §9.11 (coverage). Customer is responsible for identifying every device and application on a line before replacement.

8.2 Analog telephone adapters (ATA). ATAs convert analog devices to IP or cellular transport. Some analog devices — including certain modems, alarm panels, credit card terminals, medical devices, and legacy fax machines — may not function correctly over such transport. Netcom will make reasonable efforts to configure the ATA for the intended device but does not warrant compatibility with any specific device. Compatibility issues arising from Customer’s equipment are not grounds for cancellation without the charge in §2.4.

8.3 Fax services. Fax delivered over IP or cellular networks may not interoperate with all fax machines, and delivery is not guaranteed. Netcom recommends error-correction mode and reduced transmission speeds. Customer is responsible for confirming successful transmission of any critical document. Where Customer transmits protected health information or other regulated data, Customer is responsible for determining its own compliance obligations, and Netcom makes no representation that any service is compliant with HIPAA or any other data-protection regime absent a separate written agreement.

8.4 Toll-free services. Netcom or its underlying provider acts as Responsible Organization (RespOrg) for toll-free numbers assigned to Customer. Included minute allotments apply to domestic inbound traffic; usage beyond the allotment is billed under §3.3. Netcom may suspend or block toll-free traffic it reasonably determines to be fraudulent, artificially stimulated, or originating from traffic-pumping or robocall schemes, and Customer remains responsible for charges incurred before suspension.

8.5 Overhead paging. Netcom provides the communications path and, where purchased, the analog adapter. Customer is responsible for the paging amplifier, speakers, zone wiring, and any existing paging infrastructure. Netcom does not warrant the performance of Customer’s existing paging equipment or wiring.

9. INSTALLATION & ON-SITE WORK

These provisions apply to on-site work performed with a telecom services order. Netcom’s Field Services Terms §§4.3–4.6 and §6 also apply, as set out in the order of precedence at §1.2.1.

9.1 Installation is a chargeable service. On-site installation is quoted on the order. It is not provided free of charge for these services. Any free-installation policy stated in Netcom’s Equipment & Service Terms applies to carrier device orders only and does not apply here.

9.2 Rates. On-site technician time is billed at $175.00 per hour with a two-hour minimum, plus travel where stated on the quote. Time beyond the quoted minimum is billed in hourly increments at the same rate.

9.3 What Netcom does. Netcom physically installs equipment: mounts or places it, connects it, powers it, and confirms the line reaches a ready state at the jack or interface.

9.4 What Netcom does not do. Netcom does not, as part of installation: perform provisioning, configuration, call-routing or feature programming, or number porting; program alarm panels; configure elevator equipment; perform electrical work; or install structured cabling. Netcom does not configure, repair, or certify Customer’s existing systems or wiring. Back-end provisioning and configuration are separate services and are not covered by the workmanship warranty in §9.10.

9.5 Scheduling. Site visits require a minimum of 14 days’ advance notice unless Netcom agrees otherwise in writing.

9.6 Cancellation and failed access. Cancellation or rescheduling within 48 hours of a scheduled window — or a technician’s inability on arrival to gain access, obtain power, or reach the work area — is billed at the two-hour minimum plus travel. Repeated failed access may require prepayment.

9.7 Customer responsibilities. Customer will provide, at no charge: safe and timely site access for the scheduled window; a knowledgeable on-site contact authorized to make decisions; suitable power at the equipment location; existing cabling in serviceable condition; and any keys, badges, escorts, or site-specific safety orientation required.

9.8 Site conditions and safety. Netcom technicians will not perform work requiring entry into hazardous or confined spaces, work at heights beyond standard ladder access, disturbance of asbestos or hazardous materials, energized electrical work, or any work that in the technician’s judgment is unsafe. Customer will disclose known site hazards in advance.

9.9 Pre-existing conditions. Netcom is not responsible for pre-existing deficiencies in Customer’s wiring, power, paging equipment, alarm systems, or premises, or for remediating them. Where such conditions prevent completion, §9.6 applies.

9.10 Workmanship warranty. Netcom warrants its physical installation workmanship for 90 days from the date of installation. Netcom’s sole obligation and Customer’s sole remedy is to re-perform the defective workmanship at no charge. The warranty does not cover equipment itself (§5.2), back-end provisioning or configuration (§9.4), Customer’s existing wiring or equipment, damage caused by others, relocation not performed by Netcom, or any condition described in §9.9. Claims must be made in writing within the 90-day period.

9.11 Site surveys and coverage. Where service depends on cellular coverage at the address, Netcom may recommend a site survey before installation. Where Netcom recommends a survey and Customer declines, Customer accepts the risk that coverage or performance will be inadequate. Inadequate coverage in that circumstance is not grounds for cancellation without the charge in §2.4 and does not entitle Customer to a refund of installation or equipment charges. The signed quote records the survey election; no oral statement that a survey is or is not needed is binding. A completed survey reports conditions observed on the survey date and is not a guarantee of future coverage or performance, which depend on carrier networks Netcom does not control.

10. GENERAL & LEGAL

10.1 Exclusive remedy; limitation of liability. The remedies stated in these terms are Customer’s sole and exclusive remedies. Netcom is not liable for indirect, incidental, special, consequential, exemplary or punitive damages — including lost profits, lost revenue, lost data, downtime, or business interruption — even if advised of their possibility. Netcom’s total aggregate liability for any claim is capped at the greater of (a) the amounts paid to Netcom for the affected service during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) $5,000. For this purpose, “affected service” means the specific line or service to which the claim relates, not the account as a whole. These limitations are independent of, and survive, any failure of the essential purpose of any limited remedy. They do not apply to the extent prohibited by law, or to fraud, willful misconduct, or gross negligence.

10.2 Warranties and disclaimers. Except for the express workmanship warranty in §9.10, the services and equipment are provided AS IS, and Netcom disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Netcom does not warrant that the service will meet Customer’s requirements, be compatible with any specific device or application, or satisfy any code, standard, or regulatory requirement applicable to Customer.

10.3 Service availability. Netcom does not guarantee uninterrupted or error-free service. These services depend on underlying carrier networks, cellular coverage, and public internet transport Netcom does not own or control. Netcom may perform scheduled maintenance and will make reasonable efforts to give advance notice of maintenance likely to interrupt service; emergency maintenance may be performed without notice. Netcom does not offer a service level agreement or outage credits for these services except where separately agreed in writing.

10.4 Acceptable use. Customer will not use the service unlawfully; to transmit unlawful, harassing, or fraudulent communications; in violation of the Telephone Consumer Protection Act or other telemarketing law; for autodialing, predictive dialing, or continuous automated outbound campaigns; for traffic pumping, access stimulation, or artificially stimulated traffic; or in any manner that degrades the network or another customer’s service. Lines provisioned for specialty applications — modem, fax, alarm, elevator, paging — are provisioned for that use and are not intended for continuous automated dialing. Netcom may suspend service immediately for violation of this section.

10.5 Toll fraud. Customer is responsible for all use of the service through its account, authorized or not, including charges arising from compromise of Customer’s equipment, credentials, or PBX. Customer should secure its equipment against toll fraud. Charges arising from toll fraud are Customer’s responsibility.

10.6 Indemnification. Customer will indemnify, defend and hold harmless Netcom from claims arising out of: Customer’s use of the service; Customer’s violation of §10.4; Customer’s failure to maintain accurate 911 registered addresses under §6.3; Customer’s use of the service for a life-safety application in a manner not accepted by the AHJ, monitoring provider, or elevator company under §7.1; and content transmitted by Customer.

10.7 Modifications & waiver. No modification, waiver, or exception is effective unless in a writing signed by an officer of Netcom. Netcom’s not enforcing a charge on one occasion is not a waiver on any other, and prior practice on other orders does not modify this order.

10.8 Order documents. The accepted quote controls scope, price, sites, line counts, and survey election. Customer purchase-order terms that add to or differ from these terms are rejected; fulfillment of a PO is not acceptance of its terms.

10.9 Third-party providers. Netcom provides these services in part through underlying carriers and platform providers. Netcom remains Customer’s point of contact; Customer has no direct claim against Netcom’s underlying providers.

10.10 Regulatory change. If a change in law or regulation materially increases Netcom’s cost of providing a service, Netcom may pass through that increase on 30 days’ notice, or discontinue the affected service on 60 days’ notice without early termination charges.

10.11 Notices. Notices to Netcom go to orders@networksandcommunications.com, except cancellation notices under §2.3 or §2.8, which must be sent to accounting@networksandcommunications.com. Notices to Customer go to the billing contact on file. Customer is responsible for keeping its billing contact current.

10.12 Assignment. Customer may not assign without Netcom’s written consent. Netcom may assign to an affiliate or in connection with a merger or sale of assets.

10.13 Governing law & venue. These terms are governed by the laws of the State of Colorado, without regard to conflict-of-laws principles. Venue lies in the state or federal courts located in Arapahoe County, Colorado, and the parties consent to personal jurisdiction there.

10.14 Severability. If any provision — including any charge as applied to a particular service type — is held unenforceable, the remainder stays in effect, and that holding does not affect the enforceability of any other provision or of the same provision as applied to any other service type.

10.15 Entire agreement. These Telecom Services Terms, Netcom’s Field Services Terms where on-site work is included, and the accepted quote are the entire agreement for these services and supersede prior discussions, proposals and representations. An MSA or SOW executed by an officer of Netcom that expressly states its intent to amend controls where it conflicts.

10.16 Survival. §§2.4–2.6, 3, 6, 7.6, 10.1–10.6 and 10.13–10.15 survive termination.

11. CUSTOMER ACKNOWLEDGMENTS

By accepting an order for these services, Customer acknowledges each of the following. These acknowledgments restate obligations set out above and do not limit any other provision of these terms.

Where an order includes a life-safety line under §7, Netcom may require separate written acknowledgment of §6 and §7 before provisioning.