1. Subscription Service. Any Connect Services ordered through Continuant will be licensed to Customer on a subscription basis with a monthly fee determined in accordance with this SOW and Rate Card.
2. Exclusions.
2.1. Connect Service Exclusions. No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.
The Connect Service is not a telecommunications service and we provide it on a best effort basis. Important distinctions exist between telecommunications service and the Connect Service offering that we provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect Customer rights of redress before regulatory agencies.
2.2. Continuant Coverage Exclusions. Coverage service does not include repair for damages, malfunctions, or performance characteristics caused by: (1) non-Continuant or Original Equipment Manufacturer (“OEM”) software or facilities; (2) use of non-Continuant or OEM furnished equipment, software, or facilities with the covered equipment; (3) use of equipment, software, or facilities not covered by Continuant’s Coverage; (4) Customer failure to follow Continuant’s installation, operation or maintenance instructions, including Customer’s failure to permit Continuant timely remote access to covered equipment; (5) failure or malfunction of equipment, software, or facilities not under Continuant’s Coverage; (6) actions of non-Continuant personnel; (7) power surge, outage, and/or electrical storm; (8) equipment misuse, abuse or mishandling; (9) force Majeure conditions as stated in the Agreement. Unless otherwise specified, Coverage does not include batteries, tapes, and/or other consumables.
3. Implementation. In the event the implementation of Services stated herein exceeds thirty (30) days due to Customer’s actions or inactions, or for incomplete or inaccurate information, implementation will be placed on hold. Customer will incur an “On-Hold Fee” equal to one month of recurring service charges or 5% of the contract value, whichever is greater. Customer is required to give ten (10) business days' notice of their desire and readiness to resume implementation. In the event implementation exceeds ninety (90) days due to Customer, the Customer will be charged for the remainder of the implementation fees and monthly service billing as stated in the SOW will commence immediately.
4. Term. Connect Service and Coverage is offered on a monthly or multi-month basis as is determined in this SOW. The term begins on the date that Continuant activates Customer Connect Service and ends on the day before the anniversary date of Customer Term. Subsequent terms of this Agreement automatically renew on a monthly basis unless Customer give us written notice of non-renewal at least thirty (30) days before the end of the monthly term in which the notice is given. Customer is purchasing the Service for full monthly terms, meaning that if Customer attempts to terminate Service prior to the end of a monthly term, Customer will be responsible for the full month’s charges to the end of the then-current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. Customer will also be responsible for the next full month’s charges in the event that Customer does not provide the requisite thirty-days’ notice of termination prior to the expiration of the then-current term. Expiration of the term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement.
5. Number Transfer on Service Termination. Upon the termination of Customer Service, we may, in our sole and absolute discretion, release to Customer new service provider the telephone number that Customer ported (transferred or moved over) to us from Customer previous service provider and used in connection with Customer Service if:
- Such new service provider is able to accept such number;
- Customer account has been properly terminated;
- Customer account is completely current, including payment for all charges and applicable termination fees; and
- Customer requests the transfer upon terminating Customer account.
5.1 Connect Services Termination Fee. Customer may cancel Coverage under this SOW, in whole or in part, or as to any of Customer’s covered sites at any time, by providing Continuant with thirty (30) days’ written notice to cancel, and by paying applicable cancellation charges. In the event of the termination of this SOW under this Section the Customer forfeits all payments received by Continuant, regardless work progress, and will owe Continuant for any applicable cancellation fees as well as any outstanding costs incurred such as current labor, equipment, software, travel, or shipping costs. Cancellation charges shall equal the lesser of twelve (12)
months’ charges or the remainder of the term. Customer may cancel accepted equipment, services, or software orders by providing a written notice and subject to a twenty five percent (25%) cancellation fee. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3rd party provided services are non-refundable and may not be returned to Continuant for a credit.
6. Acknowledgements.Regulated communications services in the applicable Home Territory provided by Nuwave Communications, Inc. (or its affiliate entity) (“Nuwave Communications”), , in partnership with Continuant. The undersigned acknowledges that they have read, accepted, and agreed to the terms of service at https://nuwave.com/policies/#Legal , and understands that all billing will begin upon license/service activation. Continuant shall pass through any additional service fees, billed to Nuwave Communications, or any additional service fees or pass through fees or surcharges billed to or assessed against Nuwave Communications by any third party service provider or governmental agency as a result of the services provided to Customer hereunder, including, but not limited to, any costs or fees attributable to any USF fees or charges to the Customer. Customer shall be the sole and responsible Party for such[Product] [QuoteId][pass-through fees and surcharges if and as applicable. Any additional fees not disclosed to Customer upon the date of signature, other than fees assessed by a governmental agency relating directly to Services provided to a Customer, must be approved by Customer. Approval will not be unreasonably withheld.
7. Carrier of Record. Nuwave Communications, Inc. (either directly or through its affiliate entity)shall be the Carrier of Record for Voice Calling Services provided to Customer in the applicable Home Territory. As the Carrier of Record Nuwave Communications shall be responsible for providing the Voice Calling Plan Services. and has assigned the billing and collection services to Continuant. Continuant shall provide the sourcing and managing service for the Customer for Voice Calling Plan Services which includes: service order arrangement, service provisioning management, trouble reporting referral, dispute resolution, billing, collection and settlement. The application of municipal, State, Federal taxes, surcharges and regulatory assessments for the Voice Calling Plan Services shall be included on the Customer invoices, and the Carrier of Record shall be responsible for the corresponding reporting and remittance of such charges applied to Customer(s) invoices to the proper State and Federal governing bodies.
8. Emergency Calling Services.
8.1. Access to Emergency Calling Services. The Services provide access to emergency calling services in specific countries, allowing most Voice Service Customers to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, 999/995/993 in Singapore, and any other applicable Emergency Services number). Customer’s access may differ depending on the Customer’s location or the device(s) the Customer is using, and it works differently than Customer may have experienced using traditional wireline or wireless telephones.
8.2. Emergency Service Availability Limitations. Customer acknowledges that the Emergency Services may not be available in the event of a power failure, fraudulent use, non-payment of Services, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of ensuring that it has alternate means to make emergency calls.
8.3. Emergency Services Acknowledgement. Customer expressly acknowledge that Customer is aware and understand the limitations of the Emergency Services calls using the Services(s) as set forth in this Agreement and agrees to the terms as set forth in the attached Emergency Services Policy at https://nuwave.com/policies/.
8.4. Notification of End Users or Other Users. Customer agrees to take appropriate action to ensure all End Users and other potential users of the Services have a clear understanding of the limitations of the emergency services calls.
9. Claiming Partner of Record. Customer acknowledges that Continuant will seek Claiming Partner of Record (CPOR) association to Microsoft Customer Tenant ID under the Microsoft Partner Incentives program, and that as part of the CPOR association, Continuant may receive monetary fees, commission, or compensation from Microsoft in connection with the services provided to Customer.
Updated: September 2024