GENERAL TERMS AND CONDITIONS

 

DEFINITIONS AND INTERPRETATION

 

APPLICATIONS OF THESE CONDITIONS

 

CONTRACT TERM

• The minimum term that You agree to for Services and/or Equipment for is outlined in the Proposal to You, beginning from the first of the next month after the date of signing the Proposal, these Conditions, the Master Service Agreement, and the applicable Service Agreement.
• After the expiration of the initial Contract Term, an extension of the Contract Term shall automatically commence for the same period as the original Contract Term and will continue indefinitely, unless earlier terminated by Top Grade Telecom LLC or You, as specified herein.

 

TERMINATION

• The Contract may be terminated by You upon ninety (90) days written notice if We:
  • Fail to fulfill in any material respect To Grade Tech’s obligations under the Contract and do not cure such failure within thirty (30) days of receipt of such written notice.
  • Breach any material term or condition of the Contract and fail to remedy such breach within thirty (30) days of receipt of such written notice.
  • Terminate or suspend Top Grade Telecom LLC’s business operations, unless succeeded by a permitted assignee under the Contract. 
  • The Contract may be terminated by Top Grade Telecom LLC upon ninety (90) days written notice to you.
  • If either Party terminates the Contract, Top Grade Telecom LLC will assist You in the orderly termination of Services, including timely transfer of Services to another designated provider. You agree to pay Top Grade Telecom LLC for rendering such assistance at Top Grade Telecom LLC’s normal rates, as outlined in the current Rate Schedule.
  • Should You wish to terminate the Contract before the end of the then Contract Term, You agree to pay all the remaining payments in the Contract Term.

 

REPRESENTATIONS

• You acknowledge that no employee or agent of Top Grade Telecom LLC has any right to make any representation, warranty or promise in relation to the supply of Services or Equipment other than subject to, and as may be contained in, these Conditions.

 

NOTICES

• Any notices given under these Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

 

GOVERNING LAW

• These Conditions shall be governed by and construed in accordance with the laws of the State of Colorado and the parties submit to the exclusive jurisdiction of the Courts of Colorado.

 

ASSIGNMENT

• You may not assign Your rights and obligations under the Contract without the prior written consent of Top Grade Telecom LLC.

 

VARIATION OF THESE TERMS AND CONDITIONS

• We may, at any time, vary these Conditions by written notice to You, and such Notice is deemed sufficient. Top Grade Telecom LLC is under no other obligation to notify You of the variation to these Conditions.

EQUIPMENT AND SERVICES

 

Proposals

• Term and effect: Proposals will only be valid for seven (7) days unless otherwise specified in the Proposal.  A Proposal is merely an invitation to You to place an Order with Top Grade Telecom LLC and the acceptance of a Proposal by You will not automatically create a contract between You and Top Grade Telecom LLC.
  • Expiration dates on Proposals are set to inform Top Grade Telecom LLC when the Proposal is still active, or to be discarded.  Once discarded, a new Proposal will need to be requested.Once a Proposal has been confirmed by Top Grade Telecom LLC, the prices in the Proposal will be the final, agreed upon price.  The Proposal becomes one of the Documents that form the Contract once both Parties have signed all Documents in the Contract.The price in the final Proposal may vary from the original Proposal if there are any Services or Equipment changes requested by You.  Top Grade Telecom LLC reserves the right to alter Services and/or Equipment prices in the Proposal if the Proposal has not been accepted by You within the seven (7) day period.Proposals shall be deemed to correctly interpret the original specifications and are based on the cost at the time the Proposal is given.  If You later require any changes to the agreed upon Proposal and Top Grade Telecom LLC agrees to the changes, then such changes shall be charged at Top Grade Telecom LLC’s prevailing rate.Once the Proposal has been agreed to and the applicable Agreements are signed, the Proposal shall be subject to these Terms and Conditions.Generally, Top Grade Telecom LLC needs twenty-four (24) hours to prepare a Proposal.  However, if You need a Proposal in less than twenty-four (24) hours, please inform Top Grade Telecom LLC, and Top Grade Telecom LLC will use its best efforts to supply the Proposal to You.When a special price or discount offer has been applied to this Proposal, no other special promotion, discount, or bonus offer shall be applicable.If Equipment in the Proposal are subject to any price and/or supply fluctuations that are outside of Top Grade Telecom LLC’s control, Top Grade Telecom LLC reserves the right to update the price and product in the Proposal, accordingly.  If Equipment has either increased or decreased in price, then the Proposal will be adjusted, accordingly.  If Equipment is no longer available, the Equipment will be replaced or substituted, based on Your request and is subject to Your final approval.Prices on non-stocked Equipment is subject to price and stock fluctuations and can only be confirmed once the Proposal is accepted by You.  While We attempt to honor every price quoted, if there is a price increase that is beyond Top Grade Telecom LLC’s control, Top Grade Telecom LLC reserves the right to increase the price, as necessary.Once a Proposal exceeds the seven (7) day window for acceptance by You, Top Grade Telecom LLC is under no obligation whatsoever to honor the Proposal.Estimated time of arrival information provided by Top Grade Telecom LLC is based upon an estimate given by Top Grade Telecom LLC’s vendors and shall not be deemed a promise by Top Grade Telecom LLC of the actual arrival date.Freight charges shall be added to the Proposal, unless otherwise stated in the Proposal.  Any stated delivery charges in the Proposal are estimates, and may change once the Equipment is received by Top Grade Telecom LLC.Top Grade Telecom LLC does not normally keep inventory.  Equipment is ordered from our vendors once all Documents in the Contract Documents are signed by Top Grade Telecom LLC and You.  If You wish to return Equipment or cancel the Contract after Top Grade Telecom LLC orders Equipment, a restocking fee may apply. Top Grade Telecom LLC needs preapproval from the vender(s) that the Equipment is returnable, as not all Equipment can be returned.Prices are based upon the total Proposal.Unless specified, all Equipment on the Proposal are covered by the manufacturer’s warranty, which may cover parts, or parts and labor, as specified by the manufacturer’s warranty.
  • Varying or withdrawing a Proposal: Top Grade Telecom LLC may vary or withdraw a Proposal at any time prior to Your acceptance, in Top Grade Telecom LLC’s absolute discretion, without prior notice to You.  Top Grade Telecom LLC may do so for any reason including, but not limited to, situations where Services or Equipment become unavailable, or the cost of Services or Equipment increase after the date of the Proposal.

 

ORDERS

• Once both Tope Grade Tech and You have signed all Documents in the Contract, You shall immediately pay the first payment before Top Grade Telecom LLC is obligated to order necessary Equipment from vendors, if any, pursuant to the Proposal.
  • No obligation to deliver: Top Grade Telecom LLC shall have no obligation whatsoever to deliver to You any Equipment until Top Grade Telecom LLC has received from You payment in clear funds, related freight charges if any, and delivery and, if applicable, in-transit insurance costs.  If funds given by You are not clear, or otherwise financially non-negotiable, then Top Grade Telecom LLC shall have no obligation whatsoever to deliver to You any Equipment. Credit checks:  If Top Grade Telecom LLC offers financing to You, You agree Top Grade Telecom LLC may complete a credit check for You prior to such acceptance of such financing. Cancellation of Orders: You shall not cancel an order we make from a vendor for Equipment pursuant to the Proposal, unless Top Grade Telecom LLC agrees to do so in writing, in Top Grade Telecom LLC’s absolute discretion.  You acknowledge Top Grade Telecom LLC generally cannot cancel orders from venders once made by Top Grade Telecom LLC.
  • Processes and Procedures: Top Grade Telecom LLC has processes and procedures that Top Grade Telecom LLC follows during the Contract Term for Services and/or Equipment.  You agree to cooperate and comply with Top Grade Telecom LLC’s processes and procedures as advised to You from time to time.

 

PRICING AND RATES

• Rates exclude Taxes: All rates and amounts charged or quoted for Services and/or Equipment are exclusive of Taxes and any other government charges, unless otherwise stated in writing by Top Grade Telecom LLC. Rates Schedule:  You shall pay for Services and/or Equipment at the Rates set forth in the Proposal and the Rate Schedule, as applicable, from time to time, during the applicable Term for Services and/or Equipment. Vary Rates: Top Grade Telecom LLC reserves the right to vary any Rate and/or the Rate Schedule from time to time, subject to fixed pricing for specific periods in any Term, in Top Grade Telecom LLC’s absolute discretion. Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates, in Top Grade Telecom LLC’s absolute discretion, and that the amount of the call-out fee will depend upon where the Services and/or Equipment are provided. Return/Cancellation Fee:  Where Top Grade Telecom LLC arranges a return or refund on your behalf, or where an Order is cancelled by You after acceptance by Top Grade Telecom LLC, Top Grade Telecom LLC may charge You a Return/Cancellation fee to cover the administration costs to Top Grade Telecom LLC in processing the return or refund, or in processing the order from the vendor, the cancellation, and any refund. Top Grade Telecom LLC may deduct the Return/Cancellation fee from any moneys otherwise due to be refunded to You from Top Grade Telecom LLC. Expenses: You shall pay any out-of-pocket expenses incurred by Top Grade Telecom LLC in providing the Services and/or Equipment to You, in addition to the Rates, charges, and call-out fees, upon written demand from Top Grade Telecom LLC.  Such expenses shall include travel costs, flights, car rental, gasoline, insurance, taxi fares, accommodations, and related meal allowance, tolls, and car parking expenses.  Where appropriate, Top Grade Telecom LLC shall obtain prior written authorization from You before such expenses are incurred. Separate charges for Services and Equipment: Top Grade Telecom LLC may, in Top Grade Telecom LLC’s absolute discretion, charge for Services separate from Equipment, or may charge for Services and Equipment together. Calculation of increments:  Where a charge is calculated based on increments of time, such as every 15 minutes, Top Grade Telecom LLC shall charge the applicable rate for the whole increment of time, even if work is done during part of, but not for the whole of, such increment of time. Change in underlying costs: Without prejudice to any of Top Grade Telecom LLC’s rights in these Conditions, where there is any increase in the underlying costs incurred by Top Grade Telecom LLC for Services or Equipment, Top Grade Telecom LLC may, in our absolute discretion, vary any Rates.
  • Pre-Paid Blocks of Service:  Where the Proposal sets forth Pre-Paid Blocks of Services during a specific period, payment for such Services shall be made in advance for the Services at the applicable rate, pursuant to the Rates Schedule for such Services.
• Services included in a Pre-Paid Block of Services rate during the period:
  • are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule and,
  • Are only provided by Top Grade Telecom LLC during the applicable period.  Where Services are provided for a specified period:
    • The Services remaining unused for that period cannot be rolled over into any subsequent period.
    • Top Grade Telecom LLC is not liable to refund, reimburse, pay damages, or otherwise compensate or indemnify You in respect of those unused Services.

 

SERVICES AND PLANS

• Service and Plan Variations: Currently, Top Grade Telecom LLC offers Services and Plans referred to in the Rates Schedule and the Proposal.  Top Grade Telecom LLC may withdraw provisions of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time, in Top Grade Telecom LLC’s absolute discretion.
  • Copies on Request: Top Grade Telecom LLC shall provide You a copy of the current Rates Schedule, upon request.  Proposals are tailored for Plans and are available to You, if you participate in the Plan.

 

CONTRACTING

• We may subcontract any or all Services but shall remain primarily responsible for such Services.

 

DELIVERY, TITLE, AND RISK

• Delivery liability: Top Grade Telecom LLC shall use reasonable means to deliver Equipment by the estimated due date but shall not be responsible whatsoever for non-delivery or late delivery, where such is caused by circumstances beyond the reasonable control of Top Grade Telecom LLC, including, but not limited to, failures by manufacturers, vendors, shippers or other third parties to whom Top Grade Telecom LLC has no control over.
  • Availability to accept delivery: You shall be available to accept Equipment at Your nominated delivery address during Business Hours, unless otherwise arranged. Passing of Risk: Delivery is deemed to take place when Equipment is delivered to Your nominated address, whereupon risks of loss, breakage and all damage and other risks pass to You.  Nothing herein shall affect title to the Equipment. Obligation to insure: You shall ensure the Equipment is adequately insured, from the time of delivery under section 15.3, above.
  • Retention of Title: Until Top Grade Telecom LLC receives full payment in cleared funds from You on any account or for any reason:
    • Title to, and ownership rights in Equipment remains with Top Grade Telecom LLC and does not pass to You. You shall hold the Equipment as fiduciary bailee and agent for Top Grade Telecom LLC and shall not sell such Equipment. You shall keep such Equipment separate from other Equipment and maintain the Equipment and its labelling and packaging intact. If You sell the Equipment in breach of these Conditions, You shall hold the proceeds of any sale in trust for Top Grade Telecom LLC in a separate account.  A failure to do so, however, will not affect Your obligation to deal with the proceeds as trustee and remit the proceeds to Top Grade Telecom LLC.
    • You hereby grant Top Grade Telecom LLC a Chattel Mortgage in all Equipment and authorize Top Grade Telecom LLC to sue to recover such Equipment, dispose of such Equipment as Top Grade Telecom LLC deems appropriate in order to recoup its costs and lost profits, and You agree to remain liable for any and all deficiencies after such disposal.

 

RETURNS AND CLAIMS FOR SERVICES AND EQUIPMENT

• General Return Policy: Notwithstanding anything in the Contract, You acknowledge that Top Grade Telecom LLC supplies Equipment subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier.  You shall accept all Equipment subject to these Conditions and You shall indemnify and hold Top Grade Telecom LLC harmless for any further or other obligations or any failure or default on the part of the manufacturer or supplier.
  • Customized Equipment not returnable: If Equipment ordered for You: a.) has some element of customization for Your purposes, however small, b.) is supplied pursuant to an order for Equipment that is, in Top Grade Telecom LLC’s sole opinion, special or unusual, c.) is obtained from overseas, d.) is obtained from a supplier who is no longer trading, or e.) is otherwise not readily returnable by Top Grade Telecom LLC to the manufacturer or supplier, or related Services cannot be cancelled, You shall not return such Equipment to Top Grade Telecom LLC or cancel the related Services. Duty to inspect: You shall inspect all Equipment immediately upon their delivery to You.  Within seven (7) days of such delivery, You may give written notice to Top Grade Telecom LLC of any matter, by reason of which You might wish to return the Equipment, ask for a refund, or make a claim.  If no such written notice is given on time, You shall accept such Equipment without any such return, refund, or claim. Return Condition: Where You are entitled to return Equipment under these Conditions, You must return the Equipment in the original condition and unopened, unless, upon opening the packaging, it is apparent that the Equipment is different from its description on the packaging or that such Equipment is faulty, then the Equipment may be returned. Return costs: You shall pay all costs and expenses incurred by Top Grade Telecom LLC in cancelling and/or returning the Equipment to the manufacturer or supplier unless the manufacturer or supplier pays such costs.
  • Consequences of use, installation, customization, or sale:  You shall indemnify and hold Top Grade Telecom LLC harmless for all allegations and claims of any kind regarding the Equipment once such Equipment has been used, installed, customized or re-sold by You, without prejudice to the recourse of such a customer to the manufacturer of the Equipment.

 

COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE

• Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and, that it is a science applied often in novel or unknown circumstances and involving experiment.  You acknowledge that the Services may involve tests, troubleshooting, advice, and recommendations that may prove incorrect or inappropriate, particularly to cure a problem You have.  While Top Grade Telecom LLC shall make what Top Grade Telecom LLC considers, in Top Grade Telecom LLC’s absolute discretion, all reasonable measures to provide appropriate testing, troubleshooting, sound advice and good recommendations to assist You, You shall always indemnify and hold Top Grade Telecom LLC harmless for Services to You.
  • Reasonable Assistance Limits:  Top Grade Telecom LLC shall only be required to provide what Top Grade Telecom LLC considers, in Top Grade Telecom LLC’s absolute discretion, to be reasonable assistance in the circumstances, including, but not limited to, installation and customization of new software or hardware for You, or any other Work pursuant to the Contract, and You shall pay for additional work at the Rates unless otherwise agreed.  Without limiting the discretion of Top Grade Telecom LLC to determine what reasonable assistance is, normally, reasonable assistance is limited to Services performed during Business Hours over a period not exceeding any period that Top Grade Telecom LLC has allowed or allows for Services, or has estimated or estimates the Services will take, whether notice of the time allowed or estimated is given by Top Grade Telecom LLC to You. Recommendations, suitability, functionality, and fitness for purpose: The Parties acknowledge that:
    • Top Grade Telecom LLC, from time to time, may recommend that You purchase Equipment provided by third parties. Top Grade Telecom LLC may make recommendations in situations where You informed Top Grade Telecom LLC the purpose for which Equipment will be used by You, or some function sought to be fulfilled. You acknowledge that Top Grade Telecom LLC has no control over many factors involved with the suitability, function, or fitness for purpose of Equipment in an existing or new computer environment, such as:
      • The compatibility or ability of Equipment to fit into or perform to expectations in the receiving computer/internet environment. The behaviours of third-party suppliers, e.g., in relation to support.
    • You acknowledge that for a variety of reasons outside of Top Grade Telecom LLC’s control, Equipment may fail to meet Your expectations, may turn out not to fit all or any of the purposes sought, or may not be suitable or may not function properly in all or any respects. You acknowledge Services provided by Top Grade Telecom LLC may require customizing Equipment so such Equipment may be fit for specific purposes and, customization may be a very substantial project. Accordingly, You shall accept sole responsibility for, and indemnify and hold Top Grade Telecom LLC harmless for:
      • Decisions as to whether to follow Top Grade Telecom LLC’s recommendations, Decisions as to whether to purchase or customize Equipment or obtain Services for said purchase or customization, and Any failure or defect in suitability, function, or fitness for purpose of any Equipment and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person.
    • While Top Grade Telecom LLC provides Services with a view of achieving Your purposes, suitability, function or fitness for purpose, whether expressed, agreed or otherwise, You must pay for such Services on time and without any set-off or counterclaim, whether or not Top Grade Telecom LLC is able to achieve any of such purposes, suitability, function or fitness for purpose, with an understanding Top Grade Telecom LLC always acts in good faith and has made what To Grade Tech considers, in Top Grade Telecom LLC’s absolute discretion, to have made all reasonable endeavours to achieve those outcomes.
  • Testing Procedures: You shall follow all Top Grade Telecom LLC’s instructions regarding testing or troubleshooting problems and, that if said instructions do not resolve the problem, Top Grade Telecom LLC shall, subject to the Contract, allocate such resources as Top Grade Telecom LLC considers reasonable in the circumstances towards a resolution of said problem.

 

FORCE MAJEURE

• Force Majeure: If Top Grade Telecom LLC is unable to supply Equipment and/or Services due to circumstances beyond Top Grade Telecom LLC’s reasonable control, Top Grade Telecom LLC may cancel the Contract and the order for Equipment, even if the order has already been accepted by our vendor, or cease to provide Services by written notice to You, in which case You will hold Top Grade Telecom LLC harmless.
  • Top Grade Telecom LLC shall not be liable for any breach of contract due to any matter or thing beyond Top Grade Telecom LLC’s reasonable control, including a failure by a third party to supply Equipment or services, or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lockouts, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion, or accident.

 

PRODUCT SPECIFICATIONS

• Alterations to Specifications: Top Grade Telecom LLC makes every effort to supply Equipment in accordance with the Proposal.  However, Top Grade Telecom LLC may supply alternate Equipment subject to minor variations in actual dimensions and specifications where such dimensions and/or specifications are changed by the Equipment manufacturer, after the order date and before delivery to You.
  • Substitute Equipment: If Top Grade Telecom LLC cannot supply Equipment ordered by You, Top Grade Telecom LLC may supply alternate Equipment of equal or superior quality, provided, however, that You shall not pay a higher price than the price in the Proposal, or otherwise agreed for such Equipment originally ordered.

 

WARRANTIES

• Reliance on Manufacturer’s Warranty: You shall rely on the warranties provided by the manufacturer of Equipment supplied by Top Grade Telecom LLC, where applicable, and shall communicate and deal directly with such manufacturer rather than Top Grade Telecom LLC for all claims covered by such warranties.
  • No claim for manufacturer’s default: You shall indemnify and hold Top Grade Telecom LLC harmless for the performance and obligations of the manufacturer of Equipment supplied to You by Top Grade Telecom LLC, regarding such Equipment.  This indemnification includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any of the manufacturer’s warranties of Equipment.

 

LIABILITY

• Exclusion: Except as specifically set forth in the Contract and as may be permitted by law, any term, condition, or warranty regarding the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of Equipment or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
  • No liability for program or data loss:  You shall indemnify and hold Top Grade Telecom LLC harmless for any allegations, claims, losses, or expenses of Yours, or any third party, for any program or data loss or damage suffered by You or such third party arising directly or indirectly from the supply of Equipment or Services to You.  You acknowledge You are solely responsible for backing up Your programs and data to mitigate Your own potential loss of programs and data. Limit on consequential damage: You shall indemnify and hold Top Grade Telecom LLC harmless for any allegations or claims for any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business, or goodwill or any liability to You or any third party. Limit on damage from a failure in supply:  You shall indemnify and hold Top Grade Telecom LLC harmless for any allegation or claim for losses or damages by You or a third party where Top Grade Telecom LLC has failed to meet any delivery date or, cancels or suspends Services or Equipment. General limits on liability:  Except as otherwise expressly stated in the Contract, Top Grade Telecom LLC shall not be liable for any losses or damages of any kind however caused, including, but not limited to, by the negligence of Top Grade Telecom LLC, which is suffered or incurred by You in connection with:
    • Services or Equipment provided to You, The Contract, Your use of Top Grade Telecom LLC’s website, including the use of a credit card or other debit device, or any linked website, The non-availability of Services or Equipment for any reason, Any act or omission by Top Grade Telecom LLC or any inaccurate, incomplete, or incorrect information by You, or For any other reason whatsoever.
    Limitation options:  If applicable law prohibits exclusion of a condition or warranty, then section 21.5 does not apply to that liability or warranty, only, and Top Grade Telecom LLC’s liability for any breach of that condition or warranty is limited to Top Grade Telecom LLC doing any one or more of the following, in Top Grade Telecom LLC’s sole discretion:
    • Replacing Equipment or supplying equivalent Equipment and/or Services, Repairing Equipment or correcting Services, or Paying the cost of replacing or repairing Equipment and/or paying the cost of correcting Services.
    Laws still apply:  Nothing in the Contract shall be interpreted as excluding, restricting, modifying, or having the effect of excluding, restricting, or modifying the application of any State or Federal legislation applicable to Services or Equipment which cannot be excluded, restricted, or modified.
  • Severance: If any provision contained in the Contract Documents are determined to be unlawful, invalid, or unenforceable by a court, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Contract.

 

ERRORS AND OMISSIONS

• Top Grade Telecom LLC makes every effort to ensure all prices and descriptions quoted are correct and accurate in the Proposal.  In case of an error or omission, Top Grade Telecom LLC may rescind the affected price or description by written notice to You, notwithstanding that Top Grade Telecom LLC has already signed the Contract and/or received payment from You.  Top Grade Telecom LLC’s liability in this event shall be limited to return of any moneys to You that You have paid in respect to the Contract.

SERVICE PROVIDER’S RESPONSIBILITIES

 

PRIVACY STATEMENTS AND YOUR RIGHTS

• Top Grade Telecom LLC collects Your personal information to carry out the requirements of the Contract, and Top Grade Telecom LLC may retain and utilize such personal information for any Authorized Purpose.
  • You shall provide your personal information to Top Grade Telecom LLC for Authorized Purposes. Top Grade Telecom LLC may disclose Your personal information to other persons for the purpose of the fulfilling the Contract and to provide Equipment and/or Services to You, and for enquiries about Services or Equipment that may be suitable for Your purposes, or to confirm Your requirements to anyone proposing to supply Services or Equipment to You, or to acquire Services and/or Equipment on Your behalf, or to answer enquiries relating to any of the foregoing. Except as stated herein, Top Grade Telecom LLC shall not disclose Your personal information without Your consent, unless authorized or required by law. Your personal information shall be held by Top Grade Telecom LLC at Top Grade Telecom LLC’s Principal Place of Business, and You may contact Top Grade Telecom LLC to request access or to correct Your personal information.
  • Top Grade Telecom LLC shall rely on You to submit correct information and details when requested.  You agree You may incur additional expenses if you submit incorrect information.

 

SERVICE PROVIDER’S WEBSITE

• Top Grade Telecom LLC makes no representations or warranties in relation to information available on Top Grade Telecom LLC’s website, including, but not limited to:
  • That the information on Top Grade Telecom LLC’s website is complete or correct, and
  • That Top Grade Telecom LLC’s website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that Top Grade Telecom LLC endorses any internet site linked to Top Grade Telecom LLC’s website or any third-party products or services referred to on Top Grade Telecom LLC’s website.

 

INSURANCE COVERAGE

• Top Grade Telecom LLC shall maintain at Top Grade Telecom LLC’s own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $3,000,000.00.  At Your request, Top Grade Telecom LLC shall provide You with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of signing the Contract, at every renewal, and at other times as may be reasonably requested by You.  Top Grade Telecom LLC’s insurance policy does not cover Your requirement for cyber insurance.
  • At Your own expense, You shall continuously maintain a cyber insurance policy during each Contract Term.  If You currently do not have cyber insurance, You shall acquire such insurance within thirty (30) days of signing the Contract.  You shall add Top Grade Telecom LLC as an additional insured on Your cyber policy and ensure Top Grade Telecom LLC will be notified of all policy renewals.

YOUR RESPONSIBILITIES

 

ACCESS TO SYSTEMS, SITES AND PEOPLE

• To provide You with the Services and Equipment, You shall give Top Grade Telecom LLC access to various items of Yours including but not limited to, Equipment, people, and sites as, and when, required.
  • You shall allow Top Grade Telecom LLC to install software on Equipment that allows Top Grade Telecom LLC access to the Equipment, remotely.  This software allows Top Grade Telecom LLC to view system status, send monitoring information, see users’ desktops, and control the Equipment.  This may require that devices are left on overnight and/or weekends.

 

THIRD PARTY AUTHORIZATIONS

• At times, Top Grade Telecom LLC may need to contact Your third-party providers on Your behalf, including, but not limited to, Your internet provider.  Some third-party providers may require Your authorization for Top Grade Telecom LLC to deal on Your behalf.  It is Your responsibility to ensure Top Grade Telecom LLC can deal freely with Your third-party providers.

 

PAYMENT, LATE PAYMENT, AND DEFAULT

• Payment due date: All Invoices shall be due and payable to Top Grade Telecom LLC on the due date stated on such Invoice.  All Invoices shall be paid by U.S. Currency, check, credit card, or direct deposit in accordance with the Contract.
  • 7 days late:  If You do not pay an Invoice within seven (7) days of the stated due date, Top Grade Telecom LLC may, in Top Grade Telecom LLC’s absolute discretion and without prior notice, suspend or discontinue Services and/or Equipment. Recoveries:  All legal fees, costs, and expenses incurred in connection with the recovery of late payments shall be added to the amount due by You to Top Grade Telecom LLC and shall be recoverable from You, in addition to the original Invoice amount.  If You do not pay an Invoice within seven (7) days of the stated due date, amounts due for the remainder of the applicable Contract Term shall be accelerated and become due immediately and payable without further notice to You.  Collectively, all moneys hereunder are referred to as “Sum Due. ”Interest: If payment of the Sum Due is not made by the stated due date, Top Grade Telecom LLC shall charge interest at twelve percent (12%) per annum, compounded daily, on the Sum Due, beginning on the stated due date until the Sum Due is paid in full. Application of funds: All payments of the Sum Due shall be applied by Top Grade Telecom LLC, as follows:
    • First, towards legal fees, costs, expenses paid by Top Grade Telecom LLC in relation to any dishonoured check fees, collection costs, or any other action taken by Top Grade Telecom LLC for recovery of any amounts owing by You to Top Grade Telecom LLC, then Second, towards payment of all interest due, then Third, towards payment of Your debts to Top Grade Telecom LLC in order from the longest standing amount due to the most recent amount due.
    Security: Top Grade Telecom LLC may require You, in Top Grade Telecom LLC’s sole discretion, to grant Top Grade Telecom LLC additional Chattel Mortgages on Equipment as collateral for any Sum Due or, as a condition precedent to the continuation of Services or Equipment to You. Payment arrangements: If a repayment arrangement is made in relation to any Sum Due and Services and/or Equipment is resumed, but then a repayment due under the repayment arrangement is not made on time by You, Top Grade Telecom LLC may, in Top Grade Telecom LLC’s absolute discretion and without prior notice to You, again suspend or discontinue Services and/or Equipment. Power of Attorney:  You hereby irrevocably appoint Top Grade Telecom LLC as Your attorney in fact to do anything Top Grade Telecom LLC considers necessary for the recovery of the Sum Due or the creation, perfection, or enforcement of any Chattel Mortgage on Equipment held for any Sum Due.
  • Other remedies:  Top Grade Telecom LLC may exercise any of Top Grade Telecom LLC’s rights and remedies in the Contract including, but not limited to, taking legal action against You for the recovery of any moneys due Top Grade Telecom LLC, notwithstanding Top Grade Telecom LLC may have exercised other rights and/or remedies.

 

NON-SOLICITATION OF CLIENTS AND EMPLOYEES

• You agree that employees of Top Grade Telecom LLC are one of Top Grade Telecom LLC’s most valuable assets and, policy and professional ethics require that Top Grade Telecom LLC’s employees not seek employment with, or be offered employment by, You during any applicable Contract Term and for a period of two (2) years thereafter.
  • You agree that damages to Top Grade Telecom LLC resulting from breach of this section would be impracticable to calculate and it would be extremely difficult for Top Grade Telecom LLC to ascertain the actual amount of damages.  Therefore, in the event You violate this provision, You agree to immediately pay Top Grade Telecom LLC 100% of the employee’s total annual salary, as liquidated damages.  Top Grade Telecom LLC, in Top Grade Telecom LLC’s sole discretion, shall have the right to terminate this Agreement without further notice or liability to You.  The amount of liquidated damages reflected herein is not intended as a penalty, but rather a reasonable calculation of the cost Top Grade Telecom LLC would incur to identify, recruit, hire and train a suitable replacements employee.

 

SOFTWARE

• All Software licenses, including, but not limited to, software supplied by Top Grade Telecom LLC, are the responsibility of You and not of Top Grade Telecom LLC.  It is Your duty to store all licenses for all Software used so such licenses can be reproduced when required.
  • You shall indemnify and hold Top Grade Telecom LLC harmless against any claim, allegation, loss, damage, or expense arising directly or indirectly from:
    • Any unauthorized Software use by You, Any breach of any Software license in respect to Software provided to Top Grade Telecom LLC by You to be installed on one of Your computers, Top Grade Telecom LLC installing Software at Your location where You are not authorized to use the Software, and/or Any problem, defect, or malfunction associated with any Software or related services supplied to You by third parties.
  • All copyright in custom Software created by Top Grade Telecom LLC shall remain Top Grade Telecom LLC’s sole property, unless otherwise agreed by the Parties in writing.

 

COPYRIGHT AND CONFIDENTIALITY

• Warranty and breach: You warrant that any confidential or copyrighted information or intellectual property of any kind and in any form provided by You to Top Grade Telecom LLC, belongs to You.  In the event of any breach of this warranty, You shall pay all sums due to Top Grade Telecom LLC as if such warranty had not been breached and, regardless of any non-performance of any obligation by Top Grade Telecom LLC on account of, or in connection with, the breach of such warranty.  You shall indemnify and hold Top Grade Telecom LLC harmless from any allegations, claims, loss, costs, or expenses regarding such breach of warranty by You.
  • Retention of title: All copyright and/or intellectual property rights created, commissioned, or acquired by Top Grade Telecom LLC during any applicable Contract Term shall be Top Grade Telecom LLC’s exclusive property, unless otherwise agreed in writing by the Parties. Confidential Information:  Top Grade Telecom LLC acknowledges that while providing Services to You, Top Grade Telecom LLC may learn certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers, and/or employees.  Top Grade Telecom LLC shall keep all such information confidential, except as required to be disclosed by court order or law.
  • You acknowledge that all Services and information, consulting techniques, Proposals, and documents provided to You by Top Grade Telecom LLC, or which comes to Top Grade Telecom LLC’s attention during any applicable Contract Term, and provided under the Contract, constitute valuable assets of, and confidential and/or proprietary information of, Top Grade Telecom LLC.
• As such, the Parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of Top Grade Telecom LLC’s or Your employees, agents, or representatives to do so for any purpose, except unless permitted in writing by the other Party, or as required by court order or law.

 

SERVICE REQUEST LODGEMENT PROCESS

 

SERVICE REQUESTS OUTSIDE OF SERVICE PROVIDER’S BUSINESS HOURS

Service Requests outside of Business Hours shall be lodged by phone and charges shall apply for after-hours work.  If not, the Service Request will be attended to on Top Grade Telecom LLC’s next Business Day.