Terms & Conditions

1. The agreement

These Terms & Conditions (the “Terms”) are entered into between CarrierLinkTel (“CarrierLinkTel”, “we”, “us”) and the business entity that orders services from us (“Customer”, “you”). Together with the Acceptable Use Policy, the Privacy Policy, and any order form, rate schedule, service description or master service agreement we sign with you, they form the entire “Agreement”.

You accept these Terms by signing an order form, by submitting an order through our systems, or by using the Services. If you do not accept them, do not use the Services.

Where documents conflict, the order of precedence is: (1) a signed master service agreement; (2) a signed order form or rate schedule; (3) the Acceptable Use Policy; (4) these Terms; and (5) any other document referenced.

2. Definitions

• Services — voice origination, voice termination, SIP trunking, telephone number provisioning, toll-free service, contact centre voice, call tracking and related services we supply under the Agreement.
• CDR — a call detail record generated by our network for a call.
• Channel — a concurrent call path on a SIP trunk.
• End User — any person who uses the Services through your account, including your employees, customers and downstream customers.
• Registered Location — the physical street address you register with us for an assigned telephone number, used to route emergency calls.
• Traffic — all calls and signalling presented to or delivered by our network under your account.

3. Eligibility and authority

The Services are offered to businesses and other organisations only. They are not offered to consumers for personal or household use. By entering into the Agreement you represent that:

• you are a validly constituted business entity, in good standing in your jurisdiction of formation;
• the individual accepting these Terms is at least 18 years old and is authorised to bind you;
• you are not located in, and will not use the Services from or for the benefit of, any country or person subject to United States sanctions or export controls; and
• you hold every licence, registration and authorisation your own business requires.

4. Services and orders

We will supply the Services described in each accepted order form, in accordance with the Agreement. Orders are not binding on us until we accept them, and we may decline any order, or any category of traffic, in our reasonable discretion — including where the traffic profile is inconsistent with our Acceptable Use Policy.

We may modify, improve or discontinue features of the Services. Where a change materially and adversely affects a Service you are actively using, we will give at least thirty (30) days’ notice, and you may terminate the affected Service without early termination charges by giving notice within that period.

Capacity is provisioned in channels. Traffic exceeding your contracted channel count may be rejected with a busy or congestion response. You should size channels for your genuine peak.

5. Onboarding, KYC and credit

Provision of the Services is conditional on completion of our Know Your Customer review and on your continuing to satisfy it. You must provide the entity, ownership, address, signatory, use-case, traffic-profile and number-ownership information we request, and must keep it accurate and current. Material changes — to ownership or control, to your business model, or to your traffic profile — must be notified to us in advance.

We may run credit and sanctions checks, set and adjust credit limits and spending caps, and require a deposit, prepayment or other security, particularly for new accounts and for high-volume or international traffic. Deposits do not bear interest and are applied to outstanding balances or returned within sixty (60) days of termination, less amounts owed.

6. Your obligations

You will:

• comply with the Acceptable Use Policy, which is a material term of the Agreement;
• comply with all applicable law, including the Communications Act, FCC regulations, the TCPA, the Telemarketing Sales Rule, the Truth in Caller ID Act, and all applicable state telemarketing, consent and call-recording laws;
• obtain and maintain any consent required for calls you place and for any recording you enable;
• keep your credentials, endpoints and PBX secure, and notify us immediately of any compromise;
• maintain accurate Registered Locations for every number capable of placing emergency calls, and update them whenever an End User moves;
• provide accurate calling party information and cooperate with STIR/SHAKEN attestation requirements;
• respond to traceback and regulatory requests within the timeframes set out in the Acceptable Use Policy;
• maintain a named technical contact and a named compliance contact, reachable 24 hours a day; and
• supply and maintain, at your own cost, the internet connectivity, equipment and software needed to use the Services.

7. Telephone numbers and porting

Telephone numbers are assigned to you for use with the Services; you acquire no ownership right in any number and no right to portability beyond what applicable law and industry rules provide. Number use is governed by Section 8 of the Acceptable Use Policy.

We will process port-in and port-out requests in accordance with industry porting rules. Port-out requires that your account be current and not in breach. We may charge reasonable fees for expedited ports, port rejections caused by inaccurate data you supplied, and number reservation. Numbers disconnected or reclaimed may be returned to inventory and reassigned after the applicable ageing period, and cannot be recovered afterwards.

8. Availability, support and service levels

We operate a geographically redundant network and target 99.99% availability of the core voice platform, measured monthly and excluding scheduled maintenance, emergency maintenance, force majeure events, faults in your equipment or connectivity, and faults in third-party networks beyond our control.

Where a signed service level agreement applies to your account, the remedies in it — normally service credits applied against future invoices — are your sole and exclusive remedy for failure to meet a service level. Credits must be requested in writing within thirty (30) days of the affected month.

Technical support is available to enterprise accounts 24 hours a day, every day, at support@carrierlinktel.com and +1 (803) 721-4438. Scheduled maintenance is normally performed during off-peak windows with advance notice; emergency maintenance may be performed at any time where necessary to protect network integrity or security.

9. Emergency calling — important limitations

This section is important. You must read it, and you must communicate its substance to every End User who may place an emergency call using the Services.

9.1 How emergency calling works on our network

Where emergency calling is enabled for a number, we route 911 calls based on the Registered Location you have provided for that number. It is your responsibility to register an accurate physical street address — including building, floor and suite information where relevant — for every number, and to update it promptly whenever an End User changes location.

9.2 Limitations you must understand

• Power and internet dependency. Emergency calling will not work during a power outage, internet outage, or failure of your broadband or equipment, unless you have independent backup.
• Address accuracy. If the Registered Location is wrong, incomplete or out of date, emergency responders may be dispatched to the wrong place. VoIP numbers are nomadic; the network cannot determine where a device physically is.
• Provisioning delay. Emergency calling may be unavailable during initial provisioning, during a number port, and for a period after a Registered Location change.
• Call routing differences. Emergency calls may be routed to an administrative line at a public safety answering point rather than a dedicated emergency line, and calling party number and location information may not be transmitted with the same reliability as on traditional wireline service.
• Suspension. Emergency calling will not function while a number or account is suspended or disconnected.
• Kari’s Law and RAY BAUM’S Act. Where you operate a multi-line telephone system, you are responsible for configuring direct 911 dialling without a prefix, on-site notification, and dispatchable location information as those laws require.

9.3 Your acknowledgements

You acknowledge these limitations, agree to notify your End Users of them and to place warning labels where appropriate, and agree that we are not liable for any claim, damage or loss arising from the unavailability or misrouting of an emergency call, except to the extent such liability cannot be excluded by law. You will defend and indemnify us against any third-party claim arising from an emergency call placed using the Services, including claims by End Users and their families. Emergency calling may not be available on all Services, including some call tracking numbers; you must not represent otherwise to End Users.

10. Fees, taxes and regulatory charges

You will pay the fees in the applicable order form or rate schedule. Unless expressly stated otherwise, fees are exclusive of all taxes, fees and surcharges, and you are responsible for: federal, state and local taxes; Universal Service Fund contributions and related recovery charges; 911 and E911 fees; state telecommunications relay service fees; regulatory cost recovery charges; franchise and right-of-way fees; and any similar imposition.

Usage is rated from our CDRs. Our records of usage are the authoritative basis for billing, absent manifest error. Domestic calls are billed in six-second increments after an initial six-second minimum unless your rate schedule states otherwise; international billing increments are as stated in the applicable rate schedule.

11. Billing, payment and disputes

Invoices are issued monthly in arrears for usage and monthly in advance for recurring charges, unless your account is prepaid. Payment is due within thirty (30) days of the invoice date, or on the terms stated in your order form.

Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid, together with reasonable costs of collection including legal fees. We may suspend Services for non-payment after giving at least ten (10) days’ written notice of a past-due balance.

To dispute an invoice, notify us in writing within thirty (30) days of the invoice date with reasonable detail of the disputed amount and the basis for the dispute. Undisputed amounts must be paid when due. We will investigate in good faith and resolve disputes within thirty (30) days of receiving the information we need. Invoices not disputed within the period above are deemed accepted.

Prepaid balances are consumed against usage, are non-refundable except as required by law, and may expire as stated in your order form. We may apply automatic top-ups where you have authorised them.

12. Rates and rate changes

Rates for domestic termination are as stated in your rate schedule. Because underlying carrier and regulatory costs change, we may revise rates on seven (7) days’ notice for domestic destinations and on one (1) day’s notice for international destinations, or immediately where an underlying carrier or regulator imposes a change on us with less notice. Notice may be given by email to your billing contact or through the customer portal.

Where a rate increase materially affects a route that represents a substantial part of your traffic, you may terminate that route without penalty by giving notice within ten (10) days of the rate notice and ceasing to send traffic on it.

13. Term, renewal and termination

The Agreement begins on the effective date of your first order and continues for the term stated there. Unless the order says otherwise, it renews automatically for successive twelve (12) month periods unless either party gives at least thirty (30) days’ written notice before the end of the then-current term.

Either party may terminate for material breach on thirty (30) days’ written notice if the breach is not cured within that period. We may terminate immediately, without a cure period, for: breach of the Acceptable Use Policy; fraud or suspected fraud; provision of false onboarding information; failure to respond to a traceback; non-payment beyond the notice period; insolvency; or where required by a regulator, law enforcement or an underlying carrier.

On termination: all accrued charges become immediately due; Services and numbers are disconnected; early termination charges stated in your order form apply where you terminate a committed term for convenience or we terminate for your breach; and you must arrange any number ports before disconnection. Sections concerning fees, confidentiality, intellectual property, data protection, warranties, liability, indemnification and dispute resolution survive termination.

14. Suspension of service

We may suspend all or part of the Services, with notice where practicable and without notice where not, if: you breach the Acceptable Use Policy; we detect fraud, toll fraud or a security compromise; traffic threatens the integrity, security or performance of our network or another customer; your balance is past due after notice; you exceed a credit limit or spending cap; a regulator, law enforcement or underlying carrier requires it; or you fail to provide KYC or traceback information we request.

Suspension does not suspend your payment obligations. We will restore Services promptly once the cause is resolved to our reasonable satisfaction, and may charge a reasonable reconnection fee.

15. Confidentiality

Each party may receive confidential information of the other, including rates, network architecture, traffic data, business plans and security information. The receiving party will use it only to perform the Agreement, protect it with at least the care it applies to its own confidential information and no less than reasonable care, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure compelled by law or valid legal process is permitted, provided the receiving party gives prompt notice where legally able and discloses only what is compelled. Obligations continue for three (3) years after termination, and indefinitely for trade secrets.

16. Intellectual property

We retain all right, title and interest in the Services, our network, software, APIs, portal, documentation, trade marks and all related intellectual property. Subject to the Agreement and to payment, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services and their documentation for your internal business purposes during the term.

You must not reverse engineer, decompile, copy, resell access to, or create derivative works from the Services except as expressly permitted; remove proprietary notices; or use our name or marks in publicity without our prior written consent. You retain all rights in your own data and content. Any feedback you give us may be used by us freely and without obligation.

17. Data protection

Each party will comply with applicable data protection and privacy law. Our handling of personal information is described in our Privacy Policy. Where we process personal information on your behalf — for example call tracking data, recordings or transcripts — we act as your processor or service provider and will do so only on your documented instructions, under a data processing agreement available on request from legal@carrierlinktel.com.

You are responsible for having a lawful basis for the data you send us, for giving any notice and obtaining any consent required from your End Users and callers, and for the lawfulness of any recording you enable.

18. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, in a professional manner consistent with generally accepted industry standards, and in compliance with applicable law.

Except as expressly stated in the Agreement, the Services are provided “as is” and “as available”, and we disclaim all other warranties, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, or arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted or error-free, that every call will be completed, that calls will not be blocked or labelled by a downstream carrier or analytics provider, or that defects will be corrected. The public switched telephone network involves third-party networks we do not control. Caller ID display, call completion and analytics labelling on terminating networks are outside our control.

19. Limitation of liability

Neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill or loss of data, however caused and on any theory of liability, even if advised of the possibility.

Except for the Excluded Claims below, each party’s total aggregate liability arising out of or relating to the Agreement is limited to the total fees paid by you to us for the affected Service in the three (3) months immediately preceding the event giving rise to the claim.

Excluded Claims — not subject to the cap above: your payment obligations; your indemnification obligations under Section 20; your breach of the Acceptable Use Policy; either party’s breach of confidentiality; and either party’s fraud, wilful misconduct, or gross negligence. Nothing in the Agreement excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence.

Claims must be brought within one (1) year of the date the cause of action accrued. The allocation of risk in this section is a fundamental basis of the bargain and is reflected in our pricing.

20. Indemnification

You will defend, indemnify and hold harmless CarrierLinkTel, its affiliates, officers, employees, agents and underlying carriers from and against all third-party claims, and all resulting liabilities, penalties, fines, forfeitures, settlements, damages, costs and reasonable legal fees, arising out of or relating to: your traffic, including traffic of your End Users and downstream customers; your breach of the Agreement or the Acceptable Use Policy; your violation of the TCPA, TSR, Truth in Caller ID Act, or any other applicable law; any emergency call placed using the Services, as described in Section 9; any content you transmit or record; and any regulatory enquiry, traceback or enforcement action directed at us because of your traffic.

We will defend, indemnify and hold you harmless from third-party claims that the Services as supplied by us infringe a United States patent, copyright or trade mark, provided you notify us promptly, give us sole control of the defence, and cooperate. This does not apply to claims arising from your content, your traffic, your combination of the Services with other products, or your use in breach of the Agreement.

The indemnified party must give prompt written notice, allow the indemnifying party to control the defence and settlement (no settlement admitting fault or imposing obligations without consent), and provide reasonable cooperation at the indemnifying party’s expense.

21. Force majeure

Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including acts of God, severe weather, earthquake, fire, flood, war, terrorism, civil unrest, labour dispute, epidemic, government action, embargo, cable cut, failure of a third-party network or power utility, or widespread internet disruption. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Service on written notice.

22. Regulatory change

The Services are subject to extensive and changing regulation. If a change in law, regulation, tariff, court or agency decision, or an underlying carrier’s terms materially affects the cost, legality or feasibility of providing a Service, we may modify the affected Service, adjust pricing or surcharges on reasonable notice, or, where compliance is not commercially feasible, withdraw the affected Service on thirty (30) days’ notice without liability beyond a pro-rata refund of prepaid fees for the withdrawn Service.

23. Governing law and dispute resolution

The Agreement is governed by the laws of the State of South Carolina and the federal laws of the United States, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Escalation. Before commencing formal proceedings, the parties will attempt in good faith to resolve the dispute by escalating it to senior representatives, who will confer within thirty (30) days of a written notice of dispute. This does not prevent either party from seeking injunctive relief for breach of confidentiality or infringement of intellectual property.

Arbitration. Any dispute not resolved by escalation will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in York County, South Carolina, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs and an equal share of the arbitrator’s fees, unless the arbitrator determines otherwise.

Class action waiver. Disputes will be brought only in an individual capacity. Neither party may bring a claim as a plaintiff or class member in a class, consolidated or representative action. This waiver is a material term; if it is held unenforceable, the arbitration agreement in this section does not apply to the affected claim.

Nothing in this section limits either party’s right to pursue small-claims relief or to seek relief from a regulator with jurisdiction.

24. General provisions

• Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions. Pre-printed terms on a purchase order have no effect.
• Amendment. We may update these Terms on thirty (30) days’ notice for changes that materially affect you; other changes take effect on posting. If a material change is unacceptable to you, you may terminate the affected Service without penalty before it takes effect.
• Assignment. You may not assign the Agreement without our prior written consent, not to be unreasonably withheld. Either party may assign to an affiliate or to a successor in a merger or sale of substantially all assets on notice.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries, except that our underlying carriers and affiliates may enforce the liability and indemnity provisions that benefit them.
• Notices. Notices to us go to legal@carrierlinktel.com and to our address below. Notices to you go to the account and billing contacts on file. Email notice is effective on the next business day after sending.
• Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary, and the rest of the Agreement remains in effect.
• No waiver. Failure or delay in enforcing a right is not a waiver of it.
• Export and sanctions. You will comply with all applicable export control and sanctions laws.
• Publicity. Neither party will use the other’s name or marks publicly without prior written consent.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation”.

25. How to contact us

• Legal and contracts: legal@carrierlinktel.com
• Billing and general enquiries: info@carrierlinktel.com
• Technical support (24/7): support@carrierlinktel.com
• Telephone: +1 (803) 721-4438
• Address: CarrierLinkTel, 223 W White St, Rock Hill, SC 29730, United States