TERMINATION SERVICE AGREEMENT

  1. This Termination Service Agreement (“TSA”), as amended and published from time to time, applies to any user who is granted access to Voifone Carrier services (“Service or Services”) and becomes effective upon access to the Voifone Carrier system, log in to a Customer Portal or payment of any fees to the Company.  User shall be referred to as “Customer” herein.  Charges for the Services are specified periodically via email and considered an attachment to this TSA.
  2. The term of this TSA shall begin upon the TSA Effective Date as set opposite the signatures on signed contracts, or upon access to Voifone Carrier services and/or login to a Customer portal by user/customer and shall continue for a period of one (1) year thereafter (“Initial Term”) unless earlier terminated under the terms of this TSA or the Agreement. Following the Initial Term, the TSA shall automatically renew for continuous one (1) year terms (each, a “Renewal Term”) unless written notice of intent to terminate is given no less than ninety (90) calendar days before the end of the then current Initial Term or Renewal Term by the terminating Party.
  3. Service Description. VOIFONE Termination Service, directly and/or through its affiliates, subsidiaries, and underlying carriers provides Customer with a combined transport and termination rate for the purpose of delivering Customer voice traffic from the Customer Premises to the PSTN (Public Switched Telephone Network). VOIFONE Termination Service allows Customer to bring voice traffic to VOIFONE, using Session Initiation Protocol (SIP), in a VOIFONE supported format. Customer will send calls to VOIFONE using G.711 or G.729 u Law. Traffic delivered by Customer in a format not supported by VOIFONE will be blocked and will not be delivered by VOIFONE. VOIFONE does not originate any traffic pursuant to VOIFONE Termination Services. Additionally; SERVICE DOES NOT INCLUDED 911 OR E911 SUPPORT. Examples of types of calls that are origination in nature, and thus likewise not supported on the VOIFONE network, include: 0, 411, 700, 800, 900, 911 and 976 calls.
  4. Billing, Rates and Disputes.
    1. Customer will pay VOIFONE’s then current VOIFONE Termination usage rates. VOIFONE reserves the right to change the rates for Service terminating at an International location upon immediate notice to Customer.
    2. VOIFONE Termination Service is billed in increments as specified below. All per-minute rates are rounded up (or ceilinged) to the decimal place specified in the rate deck notification.  For example, a call charge of $.22341122 with four decimal place rounding will be rounded up to $.2235.  That same call with 7 decimal place rounding will be rounded up to $.2234113.
    3. VOIFONE will invoice Customer for Standard Voice Termination Services based on the Billable Time recorded by VOIFONE facilities. “Billable Time” is defined as the number of seconds from when an answer is recorded by VOIFONE to when a BYE is recorded by VOIFONE rounded up to the next whole second.
    4. The VOIFONE Termination Service usage rates are net of any applicable charges by third party payphone providers. Customer will be responsible for (i) all such origination charges, and (ii) tracking any traffic associated with such origination charges in accordance with applicable law or regulation.
    5. For VOIFONE Termination Service that terminates on the PSTN (Public Switched Telephone Network) only, Customer will be provided, in addition to its invoice, a summary report describing the total amount due from Customer to VOIFONE and the total cost of Customer’s recurring fees, non-recurring fees and total usage charges. Usage detail may be provided via Web, FTP or email on a daily basis.
    6. Unless otherwise agreed in writing by the Parties, VOIFONE shall rate and bill its Services in the U.S. and Canada based on Location Routing Number (“LRN”) when available. The LRN and corresponding rate may differ from the Dialed Number and its rate for reasons including but not limited to the Dialed Number being ported or the Dialed Number is part of a block that has been reassigned to another carrier. When LRN is not available, VOIFONE will rate and bill its Services in the U.S. and Canada based on the Dialed Number. Customer acknowledges that invoices cannot be short paid or disputed on the sole basis of LRN rating or billing.
    7. For the purpose of determining a call’s jurisdiction (interstate vs. intrastate), VOIFONE will evaluate the originating and terminating information present in the call stream, including, but not limited to, any originating caller ID and dialed number. Customer warrants that they will not delete or modify in any way the call stream data. If calls presented to VOIFONE are: (i) without valid 10-digit or 11-digit U.S. originating caller ID as set forth in the LERG at the time of the call, or (ii) with a 10-digit or 11-digit originating caller ID beginning with a toll-free NPA as defined by the NANP including but not limited to 800, 822, 833, 844, 855, 866, 877, 880-889, or (iii) with a 10-digit or 11-digit originating caller ID beginning with a special NPA e.g. 911, 900 or 700 VOIFONE will treat the call as being of “Indeterminate Jurisdiction,” and rate and bill such calls at the then-current highest Rate for that destination in effect at the time of the call.
    8. In order for a dispute to be considered valid it must: 1) be sent to accounting@voifone.com, 2) be received within thirty (30) days of the day in which the charge was incurred, and 3) Include verifiable evidence that charges are inaccurate through a comparison of both Customer and VOIFONE CDR discrepancies in conjunction with the then current rate deck. Disputes that do not meet all three of the above criteria shall be considered invalid.
    9. Service providing termination to USA and Canada shall incur a six (6) second minimum per completed call plus additional billing increments of six (6) seconds unless otherwise specified in a Rate Addendum.
    10. Services providing termination to all other International destinations, with the exception of Mexico, shall incur a one (1) second minimum per completed call plus additional billing increments of one (1) second unless otherwise specified in a Rate Addendum or in a specific Rate Deck.
    11. Services providing termination within Mexico shall incur a sixty (60) second minimum per completed call plus additional billing increments of sixty (60) seconds.
    12. Rates for Services are subject to change upon three (3) calendar days’ notice. Valid notice is considered given when sent via email in accordance with the terms of this TSA.
  5. Single Number/Single End User Complaints. In the event that Customer experiences a single number complaint or a single end user complaint and such complaint is referred to VOIFONE, VOIFONE will perform reasonable efforts to isolate the given trouble. VOIFONE by policy will not perform any alternate routing of egress trunks based upon on a single number or single end user complaint. However, VOIFONE will attempt to correlate such a trouble across multiple Customers in order to perform any necessary corrective actions. If VOIFONE determines that a trouble ticket is related to a single number or single end user, VOIFONE will change the status of the trouble ticket to “Service Restore” and pursue closure of the trouble ticket.
  6. Responsibility to Control and Manage Traffic.
    1. In addition to any other terms and conditions of this Service Schedule and the Agreement, Customer shall bear the following responsibilities in connection with VOIFONE’s provision to Customer of VOIFONE Termination Service: (i) Customer shall manage the integrity of the traffic egressing Customer’s network and shall include CLI; (ii) Customer shall screen and block calls destined to (i) invalid single numbers, (ii) unassigned NPA/NXX or (iii) numbers with invalid formats; and (iii) Customer is solely responsible for all usage of the Services, fraudulent or otherwise.  Claims of fraudulent usage shall not constitute a valid basis for dispute of an invoice.  The Parties agree that Customer, and not VOIFONE, shall bear all risk of loss arising from fraudulent or unauthorized use of the Services.  Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm VOIFONE’s network.  VOIFONE reserves the right, but has no duty, to take any action it deems appropriate to prevent any fraud or abuse in connection with the Services, consistent with applicable federal and state laws and regulations.
    2. In the event that Customer fails to comply with the requirements described in (A) above, (1) VOIFONE shall have the right (but not the obligation) to take protective action against Customer in order to protect VOIFONE’s egress network which protective action may include, without limitation, temporarily block Customer’s traffic until the problem is resolved in VOIFONE’s reasonable discretion
  7. Authorized Users and Email Notifications. VOIFONE shall provide Customer with an Online User Interface (OUI) that includes, but is not limited to, the ability to view CDRs, invoices, rates, as well as the ability to edit hosts, customer information and email notification addresses.  Customer agrees to maintain the security of their username and password and that the person using the OUI is the Authorized User assigned to that username and password, and has the access rights and authority to bind Customer. All email notifications for rates, invoices and call statistics shall be sent to the email address(s) entered and maintained in the OUI by the Customer.  Customer is solely responsible for ensuring that all email address(s) in the OUI are valid and that customer is able to receive email notifications from the OUI at any and all email addresses entered into it.  Lack of receipt of an email notification from the OUI is not a valid reason for a dispute of any kind.
  1. Payment Terms.
    1. PREPAID INITIAL DEPOSIT: Payment for any amount greater than $2,000 shall be paid by Wire Transfer and used to prepay for the termination services described in this agreement. VOIFONE shall debit the deposit as minutes are used based on the Per Minute Measured Rate stated below.  If credit balance reaches $0.00 dollars, the Customer’s account may automatically be suspended until further payment is received. Customer is responsible for any outstanding balance, which may include but is not limited to, service fees, late fees, and any collection costs incurred by VOIFONE to recover said balance
  1. Services
    1. NPA/NXX/X & FLAT RATE DIALER TERMINATION SERVICE:
      1. ASR- Customer must achieve at least a 30% ASR (average success rate) on all outgoing calls.
      2. ALOC- Customer must maintain an ALOC (average length of call) of 12 seconds.
    2. NPA/NXX/X & FLAT RATE NON-DIALER TERMINATION SERVICE:
    3. ASR- Customer must achieve at least a 50% ASR (average success rate) on all outgoing calls.
      1. ALOC- Customer must maintain an ALOC (average length of call) of 60 seconds.
      2. No Dialer Traffic- No more than 20% of total connected calls can be less than 18 seconds in length.
  • If 20% or more of Customer’s completed calls are less than 6 seconds in length during any Billing Cycle, VOIFONE reserves the right to charge and Customer shall pay an additional $0.01 surcharge per Call, which shall be in addition to customer’s contractual usage rates.
  1. For US Domestic Termination, VOIFONE provides single rate pricing, also known as flat rate or fixed rate pricing for its domestic termination services. VOIFONE’s single rate pricing structure is an alternative to its NPA/NXX based pricing model.  In order for VOIFONE to be able to sell US domestic termination services for a single rate to all of the locations provided, VOIFONE depends on a balanced amount of traffic from its Customer to go to highly populated destinations where VOIFONE’s cost is reduced as well as to outlying destinations that may be more expensive to VOIFONE.  In general the less expensive destinations include those geographic locations served by the former Regional Bell Operating Companies (RBOC).  So long as the termination traffic that VOIFONE is routing to the PSTN is primarily RBOC destined in nature, VOIFONE is able to absorb the cost of the more expensive non RBOC destinations and maintain a single rate for all traffic sent by Customer.  Generally, this ratio equates to approximately 80% RBOC and 20% non-RBOC.  In order to continue to provide a single rate price to Customer, VOIFONE reserves the right, at its discretion, to immediately, automatically, and without further notice discontinue providing the service to any destination that would result in the Average cost to VOIFONE of Customers traffic received by VOIFONE for Termination to the PSTN to exceed 80% (“Excessive Costs”) during the Average Cost Measure Period (Average of weekly, daily and hourly averages).  VOIFONE may at its discretion, immediately, automatically and without further notification resume Termination of Customers traffic to those destinations when doing so does not cause a continuance of Excessive Costs to VOIFONE.