Terms of Service

​THIS AGREEMENT is entered into on the date hereinafter written by and between CSII and our end-user customers, (hereinafter called “Customer”) to furnish phone related services as provided in this Phone Management Agreement.

1. INTRODUCTION

CSII is in the business of managing phone systems; and Customer desires that CSII manage and support, for the particular use of the Customer, certain phone system components to be used by the Customer and supplied to Customer from CSII and/or sources other than CSII. 

 

In accordance with the foregoing and the agreements hereunder, the parties hereto agree as follows:

2. OBLIGATIONS AND RESPONSIBILITIES OF CSII

2.1 PHONE SYSTEM MANAGEMENT

1. The parties agree that operating Customer’s Phone System requires continual supervision, maintenance and training. By this Agreement, Customer appoints CSII as its Phone System Management Staff. Customer understands that following the advice and instructions of CSII is necessary in order to maintain the integrity of its Phone System.

2. CSII shall provide skilled and certified engineers who will monitor and perform work on the Phone System. The work to be done will be determined by CSII. CSII personnel shall be available at the site of Customer’s Phone System, in accordance with the Plan(s) described in the section titled “Solution Details” in this proposal.

 

2.2 SERVICES PROVIDED AND SELECTION OF PLANS

1. Plans. Customer will pay for and CSII will provide those services listed in “Solution Details.” Customer agrees that it has reviewed and been advised by CSII of the services offered under the various Plans. Customer understands the services offered under the Plan or Plans it has selected.

2. Software Update Release Schedule. CSII will provide the following Microsoft software updates and patches, according to the priorities and time frames described here.

Critical updates required to resolve security vulnerabilities that create a critical security risk considered critical. CSII will test and then approve or reject updates within 30 (30) days. 

 

Important updates required to resolve security vulnerabilities that create a risk of compromise of confidentiality, integrity or availability of Customer’s data, or of the integrity or availability of covered devices or services, or that resolves a major functionality flaw or results or that significantly improves software performance are considered important. CSII will test and then approve or reject updates within ten (60) business days. 

 

Moderate and low updates required to resolve security vulnerabilities that can be significantly mitigated by management factors such as default configuration or auditing, or that are extremely hard to exploit or that have minimal impact, or that resolve a minor functionality flaw or result in marginally improved software performance, are considered moderate and low. CSII will test and then approve or reject updates within three (6) calendar months. 

 

Other updates including driver updates, BIOS, firmware or other types of updates not specified elsewhere in this Agreement shall be installed only if they are expected to resolve an open service request or a critical security flaw in the current configuration, or if they are a prerequisite for a patch or other update being applied.

3. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

3.1 CUSTOMER STAFF CONTACT. Customer shall provide a staff member to help CSII coordinate its efforts under this Agreement. Customer staff shall be available throughout the duration of this Agreement unless changed by management. This person will be the central contact between CSII personnel and Customer personnel. Unless otherwise specified requested in writing, the IT Liaison individual is empowered to make phone system related decisions for Customer.

3.2 PAYMENT. Customer shall pay, on the date of this Agreement, for services provided under the Plan(s), the Initial Fee and, thereafter, the monthly fee, all as set forth in the section titled “Agreement Terms and Signatures” of this Agreement. CSII will invoice Customer each month for the services to be provided the following month. Additional services (listed in “Solution Details”), requested by Customer and provided by CSII will be invoiced monthly at the agreed-upon rates and will be due and payable within fifteen (15) days after Customer receives the invoice. Upon written notice to Customer, CSII can adjust the hourly rates specified in “Solution Details” provided that these rates stay fixed for at least six (6) months from the date of this Agreement. Customers placed on credit hold for non-payment are still liable for all monthly fees that may accrue.

3.3 CUSTOMER SITE REQUIREMENTS. Customer shall provide CSII with all infrastructure services required to provide the Phone Management Services described in this Agreement. These include, but are not limited to, network and internet connectivity, adequate hardware, adequate power and remote access to covered devices, including access to the network attached system and the CSII on all servers included in this Agreement. 

Customer agrees to have available and provide to CSII the following:

• Basic network documentation

• High-speed internet access

3.4 CHANGE AND SERVICE REQUEST PROCESS. Before changing, adding or deleting any features to or from its Phone System, Customer will submit a service request to CSII. CSII shall evaluate the service request to determine its impact on Customer’s Phone System and the ability of CSII to provide the services specified in this Agreement. Customer will not change, add or delete applications to or from its Phone System without first submitting a service request and receiving approval from CSII. If Customer changes, adds or deletes any applications to or from its Phone System without this submission and approval step, CSII shall not be responsible for delays or damages that result. Customer shall submit all service requests via e-mail to the CSII Administrative Contact. Urgent service requests can be submitted via telephone to the Administrative Contact and CSII will respond to it within one (1) business day. CSII will respond to all other service requests within two (2) business days. Once CSII approves the service request, CSII will then determine whether the change will be made by Customer or by CSII. If Customer makes a change to systems not included within the Phone System that could affect the Phone System, Customer shall provide CSII with four (4) business hours advance notice before making the change. If a Customer change to a system which is not included within the Phone System creates an error or a loss of function to the Technology System without this four-hour advance notice, responses by CSII to correct errors or loss of function shall be charged in accordance with the terms and conditions of “Solution Details.”

4. WARRANTIES

4.1 HARDWARE AND SOFTWARE WARRANTY. CSII is neither a hardware manufacturer nor a software developer (except as to any custom software). CSII is a reseller, integrator and technology management service provider. CSII does not provide its own warranties for hardware or third-party software. instead, CSII assigns to its customers the warranties, if any, provided by the manufacturer or supplier of the hardware or third-party software CSII resells or sub-licenses, to the extent such warranties are transferrable, except as expressly set forth in this agreement. CSII does not offer, and specifically disclaims, any warranty of its own, expressed or implied.

4.2 SERVICES WARRANTY. CSII warrants that the services will be performed in a manner consistent with generally accepted industry practice. if a failure to comply with this warranty emerges within thirty (30) days following the completion of services, CSII shall, if promptly notified in writing, at its option, either provide the services anew or refund the price charged for such non-conforming services. this performance anew or refund is the customer’s exclusive remedy and shall constitute CSII’s fulfillment of all liabilities with respect to nonconformity of or defect and/or deficiency in services furnished to customer. maximum refund provided is equal to one (1) month of the total managed services recurring invoice.

4.3 OTHER WARRANTIES. The foregoing warranties are exclusive and in lieu of all warranties of quality and performance, written, oral or implied. CSII specifically disclaims all other warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or that software or equipment is free of the rightful claim of any third person by way of infringement or the like.

5. LIMITATION OF REMEDIES AND LIABILITY

CSII liability on any claim, whether in contract, negligence, tort, strict liability or otherwise, arising in whole or in part out of Services performed, or equipment and or Custom Software provided, under this Agreement, shall in no case exceed the lesser of the monthly fees paid to CSII under this Agreement or the fees paid to CSII for the portion of Services or Equipment or Custom Software which give rise to the claim. All causes of action against CSII arising out of or relating to this Agreement or the performance or breach of this Agreement shall expire unless brought within one (1) year after the first date of performance or breach which in whole or in part gives rise to the claim. These remedies are exclusive and in lieu of all other remedies available at law or in equity for any act performed in connection with this Agreement, or for any breach of this Agreement, whether brought under a theory of tort liability, contract liability or any other legal theory.

6. HIRING OF CSII PERSONNEL. For a period of two (2) years following the conclusion of this Agreement, Customer will not directly or indirectly hire CSII personnel or subcontractors to service Customer without the written permission of CSII.

7. CONFIDENTIALITY OF INFORMATION. During the performance of this Agreement, CSII and Customer may have access to information concerning the products and business of the other. Neither party shall use information of the other party except in connection with the exercise of its rights and responsibilities under this Agreement. CSII and Customer will take all necessary and prudent steps to prevent the disclosure of such information to third parties, at least equivalent to the most stringent steps used by such party in protecting its own confidential and proprietary information. The commitments of confidentiality and non-use set forth above do not apply to that information that can be documented to be known to recipient or the general public before disclosure hereunder, or that, through no act on the part of the recipient hereunder becomes generally available to the public.

8. MISCELLANEOUS PROVISIONS

8.1 AMENDMENTS. This Agreement may only be changed by written amendment executed by the authorized representatives of both parties. Amendments adding phone system devices or services apply to the remainder of the term selected in Solution Pricing from the date of the addition.

8.2 AUTHORIZED REPRESENTATIVES. The signatories below represent and warrant that they are authorized by their respective organizations to enter this Agreement.

8.3 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be considered an original copy of this Agreement and all of which, when taken together, will constitute one and the same Agreement.

8.4 TERMINATION. This Agreement shall remain in full force and effect unless an Event of Default occurs:

1. Event of Default by CSII. CSII shall be in default under this Agreement if CSII fails to materially perform or comply with the terms and conditions of this Agreement. CSII is not considered to be in default if it suspends service due to Customer non-payment.

2. Events of Default by Customer. Customer shall be in default under this Agreement if Customer fails to make payment of any undisputed invoice within thirty (30) calendar days after it is delivered, or if Customer fails to materially perform or comply with the terms and conditions of the Agreement

In the Event of Default by a party (the “Defaulting Party”), the other party may notify, in writing, the Defaulting Party of its intent to terminate the Agreement. This Agreement shall be terminated as of the first day of the month following that notification.

8.5 TERM. The initial term of this Agreement will be for a minimum of twelve (12) months, as specified in Solution Pricing, following the date of this Agreement. This Agreement shall renew for additional terms, as defined in Solution Pricing, unless either party gives written notice of non-renewal in the month prior to the last month of the term. For customers choosing 1- 3- and 5-year terms, fees increase up to 10% upon renewal unless otherwise communicated by CSII in writing prior to renewal. For customers with Month-to-Month terms, fees will increase up to 10% at the conclusion of each contract year.

8.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the law, without reference to principles of conflicts of laws, of the State of Georgia.

8.7 ASSIGNMENTS. This Agreement and the rights hereunder may not be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.

8.8 FACSIMILE EXECUTION. This Agreement may be validly executed by the signing of a facsimile copy of this Agreement. Either the fully executed facsimile copy or a conforming executed original shall be evidence of the existence of this Agreement.

8.9 SEVERABILITY. If any provision or provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and unenforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.10 FORCE MAJEURE. Each party shall be excused from performance for any period and to the extent that the party is prevented from performing any services, in the whole or in part, as a result of delays caused by the other party, acts of God, war, acts of government, fires, floods, epidemics, quarantine, restrictions, strikes, embargoes, inability to secure raw materials or transportation facilities, acts or omissions of carriers, civil disturbances, court orders, labor disputes, third-party nonperformance, or other cause beyond that party’s reasonable control, including failure or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment, or any and all causes beyond control of CSII. Such nonperformance shall not be a default or a ground for termination.

8.11 MODIFICATIONS. This Agreement can be modified only by a written Agreement signed by authorized representatives of CSII and Customer. Variances from or in addition to the terms and conditions of this Agreement in any order or other writing from the Customer will be of no effect. CSII and Customer agree not to enter into any oral agreement or understanding that is in conflict with this Agreement. CSII and Customer further agree that any oral communication allegedly or purportedly constituting such an agreement shall be absolutely null, void and without effect except as outlined in 8.11.1-2. Customer is permitted to raise or lower plan levels under these circumstances:

The coverage level remains the same, but the quantity of items under management changes. For example, if 5 employees are terminated and their Phones are removed from service. 

The coverage level changes, but the total monthly payment stays the same or increases. For example, if you add a new phone but lower the phone service level such that the total monthly payment stays the same or increases. 

8.12 NOTICES. Any notice, request, demand or other communication required or permitted by, or relating to, the terms of this Agreement is considered properly given when it is delivered to the United States Postal Service, sent certified mail–return receipt requested, or postage prepaid, or upon confirmation of receipt by facsimile, addressed to the party to receive notice as previously requested by notice hereunder, delivered via e-mail, or as provided in conjunction with such party’s signature below. Any notice given by either party hereto to the other party shall be in writing and shall be signed by the party giving notice. Any notice or other document to be delivered to either party hereto by the other party shall be deemed delivered if mailed postage prepaid to the party to whom it is directed, at the address of such party stated in the Official Mailing Address Section Above.

8.13 VENUES AND JURISDICTION. Customer (i) agrees that any litigation, action or proceeding arising out of or relating to this Agreement be instituted in a state or federal court in the city and state of Georgia, (ii) waives any objection which it might have now or hereafter to this venue, (iii) irrevocably submits to the jurisdiction of any court in such litigation, action or proceeding, and (iv) hereby waives any claim or defense to inconvenient form.

8.14 COUNTERPARTS. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same original.

8.15 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contemporaneous written or oral agreements and representations between the parties with respect thereto. This Agreement shall not be deemed to extinguish or mitigate any payments, which are owed to CSII by Customer pursuant to the terms of any previous or other existing agreements between CSII and Customer. Customer acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions.

8.16 ATTORNEYS’ FEES. In the event of a dispute under this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs.

8.17 CAPTIONS AND HEADINGS. The captions and headings are inserted in this Agreement for convenience only. They must not be considered to define, limit or describe the scope or intent of this Agreement, or of any provision hereof, nor in any way affect the interpretation of this Agreement.