Voice Services Terms & Conditions
This VoIP Service Agreement (“Agreement”) is between Wise Solutions Inc. (“we”, “us” or “Wise Solutions“) and
the customer (“you”, “user”, “Customer”, or “Subscriber”) identified in the Wise Solutions Service Activation
Form. The Agreement describes Wise Solutions services and/or products (“Service” or “Services“) provided by
Wise Solutions to Customer and shall be governed by the terms and conditions herein. Customer acknowledges
that they are of legal capacity and hold proper status to enter into this Agreement. These Terms of Service shall
govern and apply to Customer’s use of the Wise Solutions Services and Equipment provided by Wise Solutions.
This Agreement further incorporates the pricing and term information set forth in the Service Activation Form and
any additional Agreements and any applicable Service Addendum(s). Wise Solutions may amend and update the
Terms of the Service on its website and such amended terms will take effect thirty (30) days from the date the new
terms are posted on the website. Customer acknowledges that Customer has reviewed the Terms of Service in
this Agreement both as written herein and as more fully described on Wise Solutions website and agrees to and
accepts the Terms of Service for Wise Solutions and any related services and equipment.
1. TERMS AND CONDITIONS
The terms and conditions of this Agreement, and as further described on Wise Solutions website, together with
pricing and related materials set forth in the Service Activation Form along with any applicable Service
Addendum(s) signed by the parties, are in lieu of and replace any and all terms and conditions set forth in any
documents issued by Customer, including, without limitation, purchase orders and specifications. No waiver,
amendment or addendum to this Agreement, except as delineated on the Wise Solutions website, shall be binding
on Wise Solutions unless made in writing expressly stating that it is such a waiver, amendment or additional
Service Addendum(s) and signed by a representative of the Customer and a representative of Wise Solutions.
2. MONTHLY COMMITMENT LEVEL OF SERVICE
The total monthly commitment associated with this Agreement is the total Monthly Recurring Charge (MRC) for the
Wise Solutions Services as described in the Service Activation Form.
3. SERVICE FEES
Customer agrees to pay all monthly service charges, installation charges, set-up charges, usage-based charges,
rental fees, and other charges and fees (collectively, “Service Fees”).
4. SERVICE INSTALLATION AND ACTIVATION DATES
“Service Installation Date” is the date on which the Services are set up and ready to use at the Customer site prior
to the Activation Date. “Service Activation Date” is the date on which the Customer is able to originate and
terminate communication services on the Wise Solutions network using a ported, purchased or forwarded phone
number. The Activation Date will start the contract term and Customer will be responsible for payment on
applicable licensing and usage charges at that time.
5. INVOICING, PAYMENT AND DISPUTES
Billing for monthly Service Fees commences upon the Service Activation Date. Monthly Service Fees are paid in
advance of each month’s service; toll charges and any other applicable usage charges are billed after the end of
each month’s service. Customer agrees to pay all invoices on the date due by automatic debit to the Customer’s
Corporate Credit Card, check or other means of payment accepted by Wise Solutions. Billing Disputes must be
submitted in written form to Wise Solutions no later than ten (10) days after the invoice was issued. Customer will
be responsible for paying all undisputed charges in full. Unless such claim is submitted in this manner Customer
waives all rights to dispute such charges.
6. SUSPENSION OF SERVICE
If any Customer account is thirty (30) days or more overdue (except with respect to specific charges subject to a
reasonable and good faith dispute) Wise Solutions reserves the right to suspend or disable the Services, after
providing notice to Customer without liability to Wise Solutions. Suspension or termination of the Services or this
Agreement shall not relieve Customer from paying any amounts due hereunder.
7. TAXES AND REGULATORY FEES
Unless otherwise stated in the Service Activation Form, Customer shall be responsible for all sales, use, value
added, withholding or other taxes or duties, other than Wise Solutions income taxes, with respect to the Services
ordered. In addition to any taxes imposed by governments or regulatory agencies, Wise Solutions reserves the right
to charge other authorized regulatory fees, including, without limitation, e911 service fees, universal service fees,
and regulatory recovery fees (“Fees”). Any imposition, modification or increases in Fees by a government or
regulatory agency or that are intended to recover costs associated with government or regulatory programs shall
become effective without notice.
8. TERM OF THE AGREEMENT
The Agreement of services commences upon the execution of the Agreement, the Service Activation Form (and/or
any applicable Service Addendum(s)) and continues until all Services expire or the parties mutually terminate the
service agreement. Commencement dates for services in a multi-site scenario may vary upon the dates set forth in
the Agreement(s) and any applicable Service Addendum(s). The Initial Service Term shall begin on the Service
Activation Date of each location as specified in the Service Activation Form(s). The Services shall automatically
renew for an additional term equal to the Initial Service Term. Customer acknowledges and agrees that Customer
has not been granted any interest whatsoever (leasehold or otherwise) in any premises, real or personal property,
equipment or servers of Wise Solutions or in any personal property or server space leased by Wise Solutions.
9. TERMINATION
Customer may terminate this agreement prior to the expiration of the Term in the following ways: (1) upon payment
to Wise Solutions of the Monthly Recurring Charge multiplied by the number of months remaining in the Term for
each service as set forth in the service Agreement and any applicable Addendum(s); (2) If Customer replaces
existing Wise Solutions Services with new Wise Solutions Services so long as the new Term and Monthly
Commitment Level is equal to or greater than the existing Term and Monthly Commitment Level. Either party may
terminate the Agreement for any reason at the end of the Term by giving written notice to the other party not less
than thirty (30) days and not more than ninety (90) days prior to the end of the Term. Unless terminated in
accordance with this Agreement, the Agreement shall automatically be renewed for a Term equal to the initial
Term. Either Party may terminate this Agreement solely in accordance with the provisions provided in the
Agreement. All notices shall be provided in writing to Wise Solutions at the address listed on the most recent
monthly invoice to Customer at the last known address provided in writing to Wise Solutions by Customer.
10. e911 SERVICE
By use of our Service, Customer acknowledges the limitations of e911 as described in Wise Solutions e911 Policy.
Customer agrees and acknowledges that while some individual services offer access to e911 service, others may
not. Customer is advised to thoroughly understand the Service and the options available. By accepting this
Agreement, Customer acknowledges that it has received the information regarding the limitations of e911
services, understands them, and assumes the risks associated with the e911 limitations. Wise Solutions may
update the e911 Policy from time to time without notice to Customer.
11. CALLER ID DISPLAY LIMITATIONS AND COMPLIANCE
Customer acknowledges and understands that it is required to comply with all applicable laws, including Truth in
Caller ID Act with regard to the caller ID information. Customer acknowledges and represents that it has sufficient
broadband IP network service to support Services. Customer acknowledges and understands that Voice to Text
features are provided as a convenience to the Customer and may not accurately transcribe voice, texts or
messages.
12. DEVICE WARRANTY
As part of the Managed VoIP Service, Wise Solutions provides a warranty for normal “wear and tear” and
malfunctions on standard equipment supplied by Wise Solutions for the managed VoIP service for the initial
contract Term and does not apply to any renewal period. If you received a new device from us and the device
included a limited warranty at the time of receipt, you must refer to the separate limited warranty document
provided with the device for information on the limitation and disclaimer of certain warranties. Remedies for
breach of any such warranties will be limited to those expressly set forth in such documentation. If your device did
not include a limited warranty from us at the time of purchase, you are accepting the device ‘AS IS’. You are not
entitled to a replacement, repair, or refund in the event of any defect. Furthermore, Customer shall not modify the
equipment in any way without the express written permission of Wise Solutions. Customer shall not use the
equipment except with the Services provided hereunder. Wise Solutions will attempt to resolve all issues with the
Customer by having a Remote Support Engineer contact the Customer to isolate the problem.
Disclaimer: OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION
PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN,
WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY
OF MERCHANTABILITY, FITNESS OF THE DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR
ANY WARRANTY THAT THE DEVICE OR ANY FIRMWARE OR SOFTWARE IS “ERROR FREE” OR WILL MEET
CUSTOMER’S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR
LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE.
13. TOLL CHARGES
Every Outbound call that originates or terminates in the Public Switched Telephone Network (PSTN) and/or other
VoIP Networks are covered by Wise Solutions service plan (See Section 14). Calls to an international phone
number or a phone number that is associated with a state or region outside of the contiguous United States are
not covered by any Wise Solutions Service Plan and therefore are always considered billable events.
14. VOICE SERVICE PLAN
All use shall remain within the bounds of “Reasonable and Standard” person to person business traffic. Voice
Service shall include certain activities including, but not limited to; 911, 411 (or any other public or informational
speed dial) however, it will not include the use of auto dialers, continuous or extensive call forwarding, fax blasts
or excessive faxing to a distribution list when using the Wise Solutions hosted eFax service. Wise Solutions
reserves the right to enforce this policy at any time in accordance with the following terms. If the average voice
usage exceeds 3000 minutes per user or 500 pages per eFax User Account within any thirty (30) day period, such
use shall be deemed excessive and outside of Reasonable and Standard person to person business traffic. In this
instance, Wise Solutions reserves the right to bill Customer for use in excess of these established threshholds at
the standard local and long-distance rates. If use continues to be outside of “Reasonable and Standard” person to
person business traffic, Wise Solutions reserves the right to alter Customer’s Service(s) to a metered plan or to
terminate Service.
15. RENTAL AGREEMENT
Wise Solutions offers a Rental Agreement for certain hardware “Rental Devices”. Terms of the Rental Agreement
are set forth on the Wise Solutions Website under Rental Agreement. If applicable, please
reference the Wise Solutions Website for the Rental Agreement terms. Upon signing the Serviced Activation Form,
you agree that you have read and understand the Rental Agreement and will abide by the Rental Agreement terms
and conditions should you choose this option.
16. RULES OF USE
Customer agrees that it will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere
with the users, services, or equipment of the network. Customer agrees and represents that it is purchasing the
Services and/or the Equipment for its own internal use, and shall not resell, transfer or make a charge for the
services or the equipment for its own internal use only, and shall not resell, transfer or make a charge for the
Services or the Equipment without the advance express written permission of Wise Solutions. Customer shall not
use the Wise Solutions Service to transmit any unlawful, harassing, defamatory, abusive, threatening, harmful,
vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature.
Customer is prohibited from using the Service for autodialing, continuous or extensive call forwarding,
telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail
broadcasting or fax or voicemail blasting. We reserve the right to immediately terminate or modify your Service if
we determine, in our sole and absolute discretion, that you have at any time used the Service for any of the
aforementioned or similar activities. Customer further agrees not to transmit any material that encourages
conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil
liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law.
Any use found to be in violation will result in termination of the Services and the contract balance will be due in its
entirety. Any use of the Services or any other action that causes a disruption in the network integrity of Wise
Solutions or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the
Services at the sole discretion of Wise Solutions. Customer understands that neither Wise Solutions nor its
vendors are responsible for the content of the transmissions that may pass through the Internet and/or the
Services.
17. FRAUD
Customer agrees to notify Wise Solutions promptly if it becomes aware of any fraudulent or unauthorized use of its
account, service or equipment. Wise Solutions shall not be liable for any damages whatsoever resulting from
fraudulent or unauthorized use of Customer’s account and the payment of all charges to Customer’s account
shall be the responsibility of Customer.
18. PRIVACY
Customer acknowledges and agrees that Wise Solutions will provide the Services in accordance with Wise
Solutions Privacy Policy.
19. MANAGED SERVICE & SUPPORT
Technical Support is included as part of the managed Hosted VoIP Service for all products and services sold,
delivered and implemented by Wise Solutions. Wise Solutions will not provide support on products and services
that are not supplied by Wise Solutions or if the equipment and/or onsite environment is outside of Wise Solutions
established implementation best practices.
20. DISCLAIMER OF WARRANTIES AND THIRD-PARTY ACTIONS
Except as expressly provided on our website, Customer acknowledges and agrees that the Services are provided
on an “As Is”, as available basis. Except as provided on our website specific to Equipment replacement, Wise
Solutions does not make, and hereby disclaims, any and all warranties of any kind, whether express or implied,
including, but not limited to, any warranty of merchantability, fitness for a particular purpose or non-infringement
or title to the maximum extent permitted by law. Wise Solutions does not warrant that the Services will meet the
Customer’s requirements or that the operation of the Services will be uninterrupted or error-free. Further, Wise
Solutions does not warrant that all errors in the Services can be corrected. Customer acknowledges and agrees
that Wise Solutions does not and cannot control the flow of data between the Wise Solutions network and thirdparty
networks. Such flow depends on the performance of third-party networks and the services provided by thirdparties.
Actions or inactions caused by these third-party networks can produce situations in which Wise Solutions
customers’ connections may be impaired or disrupted. Although Wise Solutions will use commercially reasonable
efforts to remedy and avoid such events, Wise Solutions cannot issue any warranties over third-party networks.
Wise Solutions disclaims any and all liability resulting from or related to the performance, nonperformance or
incorrect performance of third-party networks.
21. LIMITATION OF LIABILITY
At no time shall Wise Solutions, ITS’ OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES or AGENTS or ANY OTHER
SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE be liable for any
indirect, special, incidental, consequential, punitive or exemplary damages however caused and whether in
contract, tort or under any other theory of liability, including, without limitation, personal injury, wrongful death,
property damage, loss of business or potential business, goodwill, work stoppage, lost profits or revenue
regardless of whether such losses were foreseeable by either party. Wise Solutions liability for damages arising
out of any errors, mistakes, omissions, interruptions or delays in service or caused by it, its agents or contractors
or any other failure to perform a duty under this Agreement shall not exceed an amount representing the
proportional charge for the services applicable to the period during which the services were affected. No action
against either party arising out of these Terms may be brought by the other party more than as provided for in this
Agreement and if not otherwise specified, no later than one year after the cause of action has arisen.
22. INDEMNIFICATION and SURVIVAL
(a) Indemnification. The Customer agrees to indemnify and hold Wise Solutions harmless against any loss,
damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought
against Wise Solutions by a third party arising from or relating to: (i) any act, error, omission, fault, negligence or
misconduct of Customer or any user of the Service or Equipment; (ii) Customer’s material breach of the Rules of
Use; (iii) any claim by any employee or invitee of Customer or user other than a claim based on the gross
negligence or willful misconduct of Wise Solutions; (iv) any claim by any customer of Customer, User, or any other
third party relating to, or arising from, Customer’s use of the Services or Equipment; or (v) violation of any law or
regulation by Customer, any User, or any Customer employee, contractor, or agent. (b) Survival. The provisions of
this Agreement that by their sense and context are intended to survive the termination or expiration of this
Agreement shall survive.
23. SERVICE DISRUPTION
Wise Solutions will use commercially reasonable efforts to minimize service disruptions and outages. In the event
of service disruptions or outages, Customer’s sole remedy, and Wise Solutions sole obligation, shall be to provide
the service level credits and/or remedies for the applicable Service in accordance with the Service Activation
Form.
24. FORCE MAJEURE
Neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond
its reasonable control, including any act of war, act of God, earth-quake, flood, embargo, riot, sabotage, terrorist
attack, labor shortage or dispute, governmental act or failure of any third party service or network, provided that
the delayed party (a) gives the other party prompt notice of such cause, and (b) uses reasonable commercial
efforts to correct promptly such failure or delay in performance.
25. NOTICES
Notices regarding the following may be posted on Wise Solutions website: (i) modifications, impositions or
increases to regulations and Fees; (ii) new or modified documentation, including but not limited to the Wise
Solutions Service Level Agreement, Privacy Policy, Warranty and other internal documents; (iii) changes to rates,
other than those affecting Customer under this Agreement; and (iv) new Services and information.
26. GOVERNING LAW / RESOLUTION OF DISPUTES
The Agreement and the relationship between Customer and Wise Solutions shall be governed by the laws of the
State of Mississippi without regard to its conflict of law provisions, and any dispute between the parties, including
Customers failure to pay any sum due hereunder, shall be heard in the Courts of the State of Mississippi, Travis
County, or the United States District Court for the Mississippi Western District. If Wise Solutions is required to
commence legal action to enforce the terms of this Agreement, Customer shall be liable for attorney fees and
costs in connection with such legal action.
27. BREACH
In the event of Customers breach of the terms of the Agreement, including without limitation, failure to pay any
sum due hereunder, Customer shall reimburse Wise Solutions for all attorney’s fees, court fees, collection, and
other costs incurred in the enforcement of Wise Solutions rights hereunder and Wise Solutions may keep any
deposits or other payments made by Customer.
28. ENTIRE AGREEMENT
The terms and conditions of this Agreement, the Service Activation Form(s) and any and all additional Agreements
and applicable Service Addendum(s) constitute the entire agreement with regard to this sale and expressly
supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This
agreement shall be binding upon the heirs, successors, and assigns of Wise Solutions, Inc. and Customer. The
parties agree that any limitations of liability, exclusions, and disclaimers of warranties and indemnification
obligations are essential to the parties entering into this Agreement, will survive the termination of the Agreement,
and will apply even if the Agreement is found to have failed of its essential purpose.