Services Agreement
BTBIZ LLC, a New York corporation (together with its affiliates providing the Services defined below, “BTBIZ” or “Carrier”), with its principal place of business located at:
1942 Broadway St., STE 314C, Boulder, CO 80302
Each of BTBIZ and Customer may be referred to individually as a “Party” and collectively as the “Parties.” Customer is responsible for the acts and usage of its affiliates under this Agreement.
BACKGROUND
BTBIZ provides various communications services, including voice and connectivity solutions.
Customer may be an end user or a provider of communication services and desires to obtain such Services from BTBIZ.
The Parties intend that BTBIZ will provide and Customer will receive the Services as outlined in this Agreement and any associated Service Schedules.
SERVICES
BTBIZ shall provide, and Customer shall receive, the communications services (“Services”) set forth in one or more Service Schedules or addenda (each, a “Service Schedule”), which are hereby incorporated into this Agreement.
Services shall be used only as expressly authorized in the applicable Service Schedule.
In the event of conflict, the terms of a Service Schedule shall prevail over this Agreement.
TERMINATION / DEFAULT
BTBIZ may, without liability, suspend or terminate Services or this Agreement if:
Customer fails to pay any undisputed amount by the Due Date and does not cure such failure within five (5) days of written notice.
Customer breaches any other material term of this Agreement and fails to cure within thirty (30) days of written notice.
Customer violates any applicable law, rule, or regulation.
BTBIZ is prohibited from providing the Services by court order or government regulation.
Customer exceeds any credit limit and fails to furnish a required security deposit within two (2) days of written notice.
Customer provides false or misleading credit or account information.
Customer interferes with BTBIZ’s network or other customers.
Upon termination
All BTBIZ-provided materials, documentation, or software in Customer’s possession must be returned or destroyed, with written certification provided by Customer’s authorized representative.
RESPONSIBILITIES OF THE PARTIES
BTBIZ Responsibilities
Provide and maintain Services as outlined in each applicable Service Schedule.
Customer Responsibilities:
Pay for Services per the applicable Service Schedule.
Furnish all necessary information and documentation for BTBIZ to deliver the Services.
Cooperate with BTBIZ for installation or integration activities.
Obtain third-party authorizations and site access, if required.
Promptly report service issues.
Interconnection
Services are available via IP Trunking or Virtual IP Trunking (over public Internet).
Customer shall bear all transport and connectivity costs.
CHARGES AND PAYMENT TERMS
Prepaid & Postpaid Billing
Prepaid: Customer must maintain sufficient balance.
Postpaid: Payment is due within three (3) calendar days of invoice date (“Due Date”).
Customer is responsible for payment-related costs, such as wire transfer or currency conversion fees. Non-payment of undisputed charges may result in late fees, service suspension, or legal action.
Credit Limits
BTBIZ may set a monthly credit limit and suspend Services if exceeded.
Late Payment
Overdue undisputed balances may accrue a late fee of 1.5% per month or the maximum rate allowed by law.
BTBIZ may require a security deposit at its discretion.
Disputes
Disputes must be submitted in writing within sixty (60) days of the invoice Due Date.
Disputed amounts must be paid pending resolution.
Short Duration / Incomplete Call Surcharges.
If 20% of calls are 6 seconds or less, and 25% of attempted calls fail,
Then BTBIZ may charge a surcharge of $0.018 per affected call, in addition to normal call charges. BTBIZ may suspend or terminate service with 24 hours’ or 7 days’ notice respectively.
INTELLECTUAL PROPERTY
All intellectual property used in delivering the Services remains the sole property of BTBIZ or its licensors. No licenses or rights are granted except as explicitly stated in this Agreement or Service Schedule(s).
COMPLIANCE
Customer shall comply with:
All applicable laws and regulations.
BTBIZ’s effective tariffs, if applicable.
All necessary regulatory authorizations.
EARLY TERMINATION LIABILITY
If Customer terminates this Agreement or a Service Schedule without cause, or if BTBIZ terminates for cause under Section 3.1(a), Customer shall pay liquidated damages equal to:
The average of all monthly charges during the prior six (6) months (or the average for the term if less than six months) multiplied by the number of months remaining in the term.
LIMITATION OF LIABILITY
Exclusion of Damages: Neither Party is liable for indirect, incidental, special, or consequential damages, including loss of profits or data.
Cap on Liability
BTBIZ’s total liability under this Agreement is limited to the greater of
The total fees paid by Customer to BTBIZ in the prior three (3) months, or $50,000.
DISCLAIMER OF WARRANTIES
Except as expressly stated
All Services are provided “as-is.”
BTBIZ disclaims all implied warranties, including merchantability, fitness for purpose, and non-infringement.
CONFIDENTIALITY
Confidential Information
Both Parties agree to maintain the confidentiality of all non-public information disclosed under this Agreement, whether oral, written, or electronic.
Need-to-Know Access
Confidential Information may only be shared with employees or contractors bound by similar obligations of confidentiality.
Exclusions
Confidentiality obligations do not apply to information that:
Was already lawfully known.
Was lawfully disclosed by a third party.
Becomes public without breach.
Was independently developed.
Legal Disclosure:
If disclosure is legally required, the receiving Party shall.
Notify the disclosing Party (if allowed).
Disclose only what is legally required.
Seek confidential treatment where possible.