These terms and conditions ("Terms and Conditions") are an integral part of the agreement ("Agreement") between National Processing Alliance, Inc. (NPA) and the customer ("Customer") of the NPA services. Any NPA services or products (collectively, the "Services") provided by NPA to Customer shall be governed by the terms and conditions herein. By ordering, purchasing, or using the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and NPA by, among other things, (1) requiring MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY TERMINATION CHARGE and DISCONNECTION FEE; and (3) LIMITING NPA's LIABILITY UNDER THE AGREEMENT.
Definitions
"AGENT" means a customer, employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.
"BUNDLES" means a group of two or more products or services offered for purchase by NPA. Bundles shall, for the purposes of the agreement, be construed as a group of individual purchases wherein each product or service provided shall be subject to its respective agreement or agreements and nothing herein shall be construed to limit the enforcement of any or all of the agreements either severally or as a whole. Bundles shall not eliminate, mitigate, or reduce the effect of any of the terms of each agreement as it pertains to early termination. Early termination of an individual product or service of a Bundle shall not limit any other agreements and shall remain in full force and effect.
"CUSTOMER DATA" means any data, information, or other materials of any nature whatsoever provided to NPA by Customer in the course of implementing or using the Services.
"DOCUMENTATION" means user manuals and other documentation relating to the Services, which are made available to Customer by NPA, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.
"GLOBALCONNECT ACCESS" means an account-level monthly fee applies to each account with international calling capabilities enabled. "GLOBALCONNECT OUTBOUND" means a per-minute rate applies to each outbound international call made through GlobalConnect; rates vary depending on the destination country. "GLOBALCONNECT OUTBOUND THRESHOLD" means in the event that the total charges for outbound international calls during a billing period do not exceed the established threshold amount, the threshold amount will be applied instead of the per-minute rate.
"IMPLEMENTATION SERVICES" means the services selected by Customer, as indicated on the Service Order, to be provided by NPA in connection with the setup and implementation of the services. Unless otherwise agreed to in a Service Order, as part of the Implementation Services, Customer will receive limited training in the setup and activation of the Services during the hours from 9:00 am to 5:00 pm ET Monday through Friday.
"INITIAL PAYMENT" means the initial payment set forth in the Service Order consisting of activation fees, the fees for Implementation Services, Equipment, and shipping charges (if any), the Service Fees for the first month and other related taxes and fees.
"LOG IN" means each separate, named individual login account within a Customer account.
"PROFESSIONAL SERVICES" means work NPA will perform for Customer as specified in the individual statement(s) of work ("Statement(s) of Work" or "SOW(s)") to be agreed upon by the parties from time to time on the terms and conditions specified in the Agreement.
"SERVICE FEE" or "SERVICE FEES" means the monthly or annual fees set forth in the Service Order to be paid by Customer to NPA as consideration for NPA's provision to Customer of the Services.
"SERVICE ORDER" means the service order, quote or document agreed upon by Customer and NPA, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by NPA under the Agreement, along with associated telecommunications fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.
"SERVICE PLAN" means the monthly, annual, or longer-term subscription plan a Customer agrees to in the Service Order. "SERVICES" means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in an addendum to the Service Order accepted by NPA.
"TEXT MESSAGES" means a short message service text message consisting of text per the Global System for Mobile communications alphabet.
"SOFTWARE" means any proprietary software (including any documentation relating to such software) owned by, licensed by, or which NPA has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.
"TOLL-FREE ACCESS" means a monthly fee applies to each toll-free number activated on the account. "TOLL-FREE INBOUND" means a per-minute rate applies to each inbound call received on a toll-free number. "TOLL-FREE INBOUND THRESHOLD" means in the event that the total charges for inbound toll-free calls during a billing period do not exceed the established threshold amount, the threshold amount will be applied instead of the per-minute rate.
Products and Services
During the Initial Term or Renewal Term of this Agreement, NPA will provide the Services, set forth in the Service Order, including telephone and other equipment (collectively, "Equipment") subject to the terms and conditions herein. NPA hereby grants Customer access to the Services for use by the number of Agents and Logins set forth in the Service Order, for Customer's own internal business purposes, which shall be deemed to include activities Customer may perform on behalf of its customers. Subject to the terms and conditions herein, NPA grants Customer the right to use the Documentation in connection with its use of the Services.
3.1 Conditions
Customer acknowledges and agrees that NPA's obligations to provide the Services are expressly conditioned upon (i) Customer's payment of the fees for Professional Services and all Service Fees as and when due, and (ii) Customer adherence to the technical requirements for the Services set forth in the Documentation for the Services made available to Customer by NPA, as the same may be updated by NPA from time to time.
3.2 Additional Services
At Customer's option, the number of Services may be increased at any time during the Initial Term or Renewal Term (any such increase, "Additional Services") by Customer entering into an addendum to its Service Order that sets forth the specific Additional Services desired. Each addendum to a Service Order shall be subject to NPA's acceptance, which shall be deemed given if NPA thereafter provides the Additional Services. Upon acceptance by NPA, such Service Order addendum shall be deemed an amendment to the Agreement, subject to all of the terms and conditions herein, and the Service Fees shall be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the Service Order. Additional Services shall be provided for a term that is coterminous with the Initial Term or Renewal Term of the Agreement.
3.3 Implementation Services
NPA will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.
3.4 Additional Professional Services
If Customer requests Professional Services, such as support services not provided under this Agreement, training, or other consulting services, NPA may (but has no obligation to) provide such Professional Services or recommend appropriate outside consultants. If NPA agrees to provide such additional Professional Services at Customer's request, fees for such Professional Services may be provided pursuant to a fixed price or NPA's standard time and material rates as provided in an agreed upon Service Order or SOW, or addendum to the same.
Term
4.1 Initial Term
The initial term of this agreement ("Initial Term") becomes effective on the date the agreement is signed and shall commence only after the date of first payment ("Commencement Date"). The term of this agreement shall terminate upon the date that all payment and other obligations have been paid and satisfied in full. The initial amount due shall be due on the Commencement Date and subsequent monthly payments are due on the day we select. The agreement continues in force and effect for five years (60 months) unless another term of service is agreed upon in the Service Order or Customer has entered into an alternative master service agreement with NPA.
4.2 Renewal
Except as set forth in Section 4.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional five-year period (a "Renewal Term"), and shall be renewed at the end of each Renewal Term for an additional five-year Renewal Term, at the then current rates unless Customer provides NPA, at least thirty (30) days notice in writing prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service but not earlier than 60 days prior to expiration.
4.3 Month-to-Month Renewal
Instead of renewal under Section 4.2 or cancellation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the list price offered for the Services. Customer will be converted to a month-to-month basis if Customer provides to NPA, at least thirty (30) days notice in writing prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service but not earlier than 60 days prior to expiration.
Termination
5.1 Termination for Convenience
Either party may terminate the Agreement upon thirty (30) days' notice of termination in writing to the other party. In accordance with Section 10.8, in the event of termination by Customer under this Section 5.1 during the Initial Term or any Renewal Term, an early termination charge will apply. Disconnection fees and other charges may also apply. Any Equipment returned in conjunction with a canceled Service Order or termination under this clause may also be subject to a restocking fee unless under other obligations such as lease, etc. Equipment can't be returned without prior authorization from NPA, NPA vendors, affiliates, or a third party (leasing companies), etc. Customer is responsible for all shipping charges and any damages incurred while in transit.
5.2 Immediate Termination
NPA shall be entitled, in good faith, and in its reasonable discretion, to suspend, terminate or change the Services without advanced notice for Customer's material breach of the Agreement, suspected fraud, or any misuse of the Services that adversely affects the Services, NPA, NPA's network or other Customers' use of the Services. NPA may require, and if needed, Customer shall pay, an activation fee as a condition to changing or resuming a suspended or terminated account. In accordance with Section 10.8, in the event of termination by NPA under this Section 5.2 during the Initial Term or any Renewal Term, an early termination charge will apply, and disconnection fees and other charges may also apply.
5.3 Effect of Termination on Fees
Upon termination of this Agreement, in addition to any applicable early termination charge, disconnection fees, and other charges under Section 10.8, Customer shall be responsible for the full monthly Service Fees for the month in which termination occurs, the following month, and any applicable usage charges. Expiration or termination of the Agreement does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder.
911 and Service Limitations
The Federal Communications Commission ("FCC") and Canadian Radio-television and Telecommunications Commission ("CRTC") require that NPA provide E911 service ("E911 Service") to all Customers who use the Services within the United States and Canada. Sections 6.1 to 6.7 apply to all Customers who use the Services within the United States. Section 6.8 applies to all Customers.
6.1 911 Acknowledgement. Customer acknowledges that equipment and services do not support 911 emergency dialing or other emergency functions in the same way that traditional wireline 911 services work. The differences are detailed in this section 6, and customer agrees to notify any potential user or agent of the services, who may place calls using customer's services, of the 911 limitations described herein. NPA will provide customer with advisory notices regarding 911 emergency dialing and request acknowledgments from customer. Customer agrees to respond and affirmatively acknowledge that NPA has advised customer of the circumstances under which NPA E911 service may not be available or may be limited in comparison to traditional 911 emergency dialing. NPA advises customer to maintain an alternative means of accessing traditional 911 services.
6.2 Electrical Power. Customer acknowledges that the services will not function in the absence of electrical power.
6.3 Internet Access. Customer acknowledges that the services will not function if there is an interruption or significant degradation of customer's broadband or high-speed internet access service.
6.4 Non-Voice Systems. Customer acknowledges that the services are not set up to function with text messages or out-dialing systems including home security systems, medical monitoring equipment, TTY equipment, and entertainment or satellite television systems. NPA will not be liable for interruption or disruption of such systems by the services.
6.5 E911 Service. NPA E911 service is a mandatory component of all inbound/outbound traditional fax and voice service plans. E911 service is not offered on virtual numbers, toll-free numbers or similar service accessories or add-on service plans. E911 service IS ONLY AVAILABLE IN SELECTED AREAS. If customer subscribes to NPA E911 service, customer will be required to register the physical location of customer's equipment with NPA, and agrees to contact NPA customer service to update the relevant location information whenever the physical location of service or equipment changes. Customer acknowledges that NPA's only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for the account. In the event that the physical location has not been updated or is not complete, NPA may attempt to route a 911 call based upon the bill-to or ship-to addresses associated with customer's account or initial order.
6.6 E911 Service Fee. Customers that are required to subscribe to NPA E911 service will be subject to a monthly E911 service fee (in addition to any applicable state 911 tax based on customer's service address), assessed on a per-line basis, set at a level that reimburses NPA for the direct costs it incurs in providing NPA E911 service. NPA reserves the right to adjust the level of charges associated with the provision of E911 services to reflect increases or decreases in the costs it incurs.
6.7 E911 Characteristics. Customer acknowledges that NPA E911 service has certain characteristics that distinguish it from traditional, legacy, circuit-switched 911 service. These characteristics may make NPA E911 services unsuitable for some customers: the service will not function during equipment failure, misconfiguration, power outage, broadband outage, or suspension of service; there may be delay before number and location information is passed to the local emergency operator after activation or location changes; the local emergency operator may not be able to capture or retain automatic number or location information; and network congestion may produce busy signals or unexpected answering wait times.
6.8 E911 Limitation of Liability and Indemnity. Customer acknowledges and agrees that NPA will have no liability whatsoever in the event that customer or any other caller from customer's equipment is unable to place, or complete, a call to 911 or E911 services, or in the event that emergency responders do not respond, including without limitation in the event of: (a) loss of electrical power; (b) loss of internet connectivity; (c) defective or misconfigured customer premises equipment; (d) network congestion; (e) delays associated with updating the registered service location; (f) restrictions created by non-voice equipment; (g) relocated equipment, including outside of the United States or Canada; (h) the simultaneous use of one line with multiple pieces of equipment; (i) failure of emergency response centers to answer a 911 call; (j) failures of any third parties that are responsible for routing 911 calls; (k) the use of non-native telephone numbers; or (l) any force majeure event. Customer agrees to defend, indemnify, and hold harmless NPA, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to customer in connection with the services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, customer or any third party or user of the service relating to the failure or outage of the service related to 911 dialing.
Other Service Limitations
7.1 Availability. Customer acknowledges and agrees that the Services will not be available 100% of the time. Credit allowances for interruption of the Services shall not be provided.
7.2 Text Messaging Limitations. Text Messages addressed to international destinations outside of the US and Canada will not be supported. The Text Message Services support the transmission of Text Messages from a single device to another single device and do not support group messaging. If a transmitted Text Message is destined for an address connected to a third party network and that network is unreachable at the time delivery is attempted, the Text Message will be stored and queued for future delivery. NPA will employ commercially reasonable efforts to minimize lost data from the bodies of Text Messages.
7.3 Critical Safety Applications. Customer understands that the Services are not authorized for use in critical safety or other applications where any failure may reasonably be anticipated to result in bodily injury, loss of life, or catastrophic damage to property.
Equipment
To provide the Services, NPA may provide Equipment to Customer. All Equipment shipments are F.O.B. shipping point. NPA's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to Customer upon delivery to the carrier. Customer will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Services. Customer shall be required to obtain authorization from NPA to return any Equipment. NPA will provide replacement Equipment only if the Equipment is deemed to be defective and covered under warranty. NPA will not cover replacement for lost, stolen, or modified Equipment. Equipment returned by Customer not covered under warranty may be refused by NPA, and Customer will be responsible for paying return shipping charges. NPA may refuse to provide Services to any party that has purchased refurbished NPA equipment from a third party.
8.1 Bundles. NPA, at its sole discretion, may offer special incentives or bundles. In some instances, NPA will extend the manufacturer's warranty to cover the entire term of the agreement. In such cases, NPA shall, at its sole discretion, either repair or replace defective or non-functioning equipment at no cost to the Customer. However, NPA will not cover replacement for lost, stolen, or modified Equipment. In all cases, the customer shall be charged for shipping charges. In the event that NPA chooses to replace equipment, the Customer shall return the defective equipment being replaced no later than 10 days from receipt of the replacement equipment. Should Customer fail to return defective equipment within the allotted ten (10) day time period, Customer shall be charged full price of the replacement. Customer is not authorized to reprogram/reassign equipment unless authorized in writing by NPA. Customer is aware the leased equipment may not belong to Customer until leased obligations are satisfied. Customer must have insurance for all rental, leased, or otherwise encumbered equipment.
8.2 Added Equipment. Added equipment will be quoted at the time of request and billed monthly throughout the term of the original agreement or any renewal term unless a different billing frequency is requested by customer. If a service is cancelled on or before the end of term and the amount received represents less than 24 x MRC (Monthly Recurring Charge) for added equipment, then the remaining balance will become due in full at the time of service cancellation.
Extended Equipment Guarantee
NPA may at its sole discretion, provide the Customer with an extended warranty equal to the initial term of the merchant processing agreement, "the Guarantee." If your equipment should stop working within the term of the Guarantee, the replacement of that device shall be subject to the following: the device needs to be replaced with the current model and is still being actively sold by the manufacturer; and the device has failed during the ordinary course and has not been subjected to abuse, dropped, accidentally, or intentionally damaged.
Suppose the device needing to be replaced is no longer available from the manufacturer. In that case, it will be replaced with the then-most current model at a cost adjusted by the time remaining in the agreement term. The replacement cost to the merchant shall be calculated as one minus the number of months remaining on the lease divided by the total number of months in the lease agreement multiplied by the cost of the replacement equipment. For example, if the original term of the lease agreement was 60 months, and 55 months remain, 91.7% of the lease term remains. If the replacement cost of the equipment is $500, the calculation to determine the cost to the merchant would be (1 – (55/60)) × $500 = $41.50.
The Guarantee does not provide for a replacement for damage or mechanical failure caused by accidental or intentional mishandling of the equipment. The Guarantee also does not offer protection against everyday wear and tear, theft or other mysterious disappearance or misplacement, negligence, software or firmware viruses, cosmetic damage, and/or other damage that does not negatively affect the functionality of the equipment. Limitations of the Guarantee follow the same limits as the original manufacturer's warranty, except for the term of coverage. Failure to return the devices upon request will result in a denied Guarantee claim.
Customer Data
Customer hereby grants, subject to Section 23 (Privacy), to NPA a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer. Except as expressly provided in this Section, Customer grants to NPA no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data. Notwithstanding the preceding, NPA shall be permitted to disclose Customer Data to third parties as and to the extent required by law (including, without limitation, under a court order or subpoena). At no time shall this agreement limit NPA's rights under any other agreement it may have with Customer. Customer agrees to utilize port out validation protections in the form of a passcode (also commonly referred to as a PIN) for the purposes of port out validation and that such protection has specifically been requested and assigned by customer as the end-user of the phone number.
Billing, Charges, and Payments
10.1 Payment of Service Fees. Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, under the terms of this Section 10. All fees, including Service Fees, payable under the applicable Service Plan shall be non-refundable and non-creditable.
10.2 ACH Authorization for CCD Transactions. Customer authorizes NPA to initiate ongoing ACH debits and credits to Customer's account as indicated in "Schedule E" of this agreement. Company understands that this authorization will remain in effect until canceled in writing. NPA reserves the right to require payment solely by ACH. Company agrees to notify NPA in writing at least 15 days in advance of any changes in its account information or termination of this authorization. In the case an ACH Transaction is rejected for Non-Sufficient Funds (NSF), Company understands and agrees that NPA may at its discretion attempt to process the charge again within 30 days, and agrees to an additional $35 fee for each attempt returned NSF. Company agrees to reimburse NPA for all penalties and fees incurred as a result of Company's bank rejecting ACH debits or credits as a result of the account not being correctly configured for ACH transactions.
10.3 Credit Terms. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by NPA. Customer will provide such credit information or assurance as is requested by NPA at any time. NPA, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
10.4 Billing. NPA provides electronic billing statements upon request. Charges shall include activation fees, monthly Service Fees, shipping charges, disconnection fees, Equipment charges, toll charges, taxes, and any other applicable charges. Monthly Service Fees are paid in advance of each month's Service; toll charges and any additional applicable charges are billed after the end of each month's service. Unless otherwise specified by NPA, billing for monthly Service Fees commences upon ordering of the Services. The first month's Service Fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly Service is initiated.
10.5 Late/Non-Payment. If any charges for the Services are due but unpaid for any reason, NPA may suspend or terminate the Services, and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month (but in any event no higher than the maximum amount permitted by law). A fee will also be charged to activate a suspended account. No suspension or termination of the Services or this Agreement shall relieve Customer from paying any amounts due hereunder.
10.6 Taxes. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides NPA with an appropriate exemption certificate. If NPA refunds any costs paid for the Services, applicable taxes may not be refundable.
10.7 Regulatory Recovery Fee. A regulatory recovery fee will be charged monthly to offset costs incurred by NPA in complying with inquiries and obligations imposed by federal, state, and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The statutory recovery fee will apply to every Number and Ported Number, including toll-free and virtual numbers.
10.8 Early Termination, Disconnection, Overage, Equipment Charges and Other Fees. (A) EARLY TERMINATION CHARGE: Unless otherwise provided for in the Agreement, if a Customer terminates the Agreement, or some of the Services provided under the Agreement, before the end of the Initial Term or any Renewal Term (the "Terminated Term"), NPA will charge Customer, and Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the Terminated Term on the date of termination. This early termination charge is in addition to the full Monthly Service Fee payable under Section 5.3 for the month of termination. (B) OVERAGE AND OTHER CHARGES: If the Terminated Term is the Initial Term, NPA will also charge Customer, and Customer will pay, any unpaid non-recurring charges waived at the beginning of the Initial Term. NPA reserves the right to charge overage fees when Customer exceeds the usage limits on applicable services. (C) SERVICE DOWNGRADES: A Customer may not reduce the number of lines or seats, or the number of services, provided under a Service Plan during the Initial Term or any Renewal Term without NPA's consent unless otherwise provided in the Agreement. Any reduction in the number of lines or seats under a Service Plan shall be treated as a termination of Service under this Section for those lines or seats.
10.9 Rate Changes. Rates will not increase during the Initial Term, except for tax or fee changes and international toll calling rates. Otherwise, NPA may change the prices for the Services, toll charges, fees, and taxes, from time to time. International toll calling rates are updated monthly on the first of each month, and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be NPA's then-current Service Fees for the applicable Services.
10.10 Discounts. From time to time in its sole discretion, NPA may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to NPA upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions or discounts may not be used cumulatively or be applied for services retroactively. Promotions may be changed at NPA's sole discretion.
10.11 Billing Disputes. Customer must dispute any charges for the Services in writing to NPA within thirty (30) days of the date of the charge by NPA. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse concerning such charges. Written statements disputing charges must be sent to Billing Department, NPA, Inc., P.O. Box 800836, Miami, FL 33280.
Service Plans, Rates and Fees
International Calling Service Plan: By making international calls Customer takes on responsibility for any combination of domestic and international traffic delivered over their account. Additional credit requirements may be imposed. NPA reserves the right to add or remove destinations without notice. Customers are solely responsible for enabling appropriate restrictions within their own environment to control outbound calling. Any usage passed to NPA that is successfully completed to any destination will be invoiced without exception in accordance with your Agreement and the then-effective Rates. A minimum monthly recurring service fee of $9.95 may apply per Customer. Connection charges may apply.
Fraudulent Traffic: Customer understands and acknowledges the risks associated with international calling and is solely responsible for monitoring and paying for any charges associated with fraudulent traffic. Customer is solely responsible for securing its respective network and maintaining custom protective measures with regard to its routers, edge devices or any device that provides an entry point into the Customer's core network. NPA has no obligation to monitor or notify Customer of possible Fraudulent Traffic.
- Toll-Free Access — $6.95 Monthly Recurring Charge per Toll-Free number
- Toll-Free Inbound — $0.0595 per minute
- Toll-Free Inbound Threshold — $9.95 per account
- GlobalConnect Access — $9.95 Monthly Recurring Charge per account with international calling enabled
- GlobalConnect Threshold — $9.95 per account
Short Duration Calls (SDC): If 5% or more of Customer's completed calls are equal to or less than six (6) seconds in length during any billing cycle then NPA reserves the right to charge, and Customer shall pay, a $0.05 charge per short duration call, in addition to Customer's current US Domestic, Toll-Free and International Rates.
Any and all Rates provided to Customer do NOT include applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees, miscellaneous fees, and surcharges, all of which shall be payable by Customer. If Customer's account does not have sufficient funds to cover the payment of amounts owed, Customer's account will be charged a $35.00 ACH reject fee. Additional finance charges will apply to all past due balances. A Finance Charge of 1.5% will be applied in all states where permitted by law.
Toll Charges
Every call using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Service Plan. Calls to a non-NPA telephone number outside the United States and Canada will be charged at the current rates published on the NPA website. The duration of each call is calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.
Monitoring Services Use
Customer agrees that NPA is entitled to monitor Customer's use of Service, at NPA's expense. Customer may also be subject to a preliminary fraud review and approval process for select NPA services.
Lost, Stolen, Broken, or Altered Equipment
Customer shall not modify the Equipment in any way without the express written permission of NPA. Customer shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue to use the Services. Replacement charges are based on the fair retail price of Equipment, plus applicable shipping costs and taxes. Customer shall immediately notify NPA of any lost or stolen Equipment and shall cooperate with NPA in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. Equipment not provided by NPA shall not be used by Customer unless expressly agreed to in writing by NPA. Equipment not provided by NPA is not supported.
Prohibited Uses
15.1 General. Any use of the Services or any other action that causes a disruption in the network integrity, or threatens or compromises the security of NPA, its vendors, or the Services whether directly or indirectly, is strictly prohibited and permits NPA to terminate the Services and the Agreement without prior notice at the sole discretion of NPA. Customer will not use the Services in ways that violate requirements in applicable agreements, violate applicable laws, infringe the rights of others, or interfere with the users, Agents, services, or equipment of the network. NPA shall have the right, in its sole, but reasonably exercised discretion, not to accept, transmit or deliver any messages and/or content that it reasonably believes contains inappropriate content or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process.
15.2 Reasonable Business Use. Customer agrees, represents, and warrants that it is purchasing the Services and the Equipment (if any) for its internal use only, and shall not resell, transfer or charge for the services or the Equipment without the advance express written permission of NPA. NPA's Service Plans that offer unlimited minutes of PSTN calls, unlimited faxing or unlimited Text Messages are for reasonable business use of Customer only. Such application shall not include certain activities including, but not limited to, any auto-dialing, continuous or extensive call forwarding, continuous connectivity, fax or Text Message broadcast or blasting, telemarketing, call center operations (except with respect to Customer's use of subscribed VCC Services), junk faxing, fax spamming, or calling/faxing/Text Messaging any person who has not given specific permission to be included in such a process. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature.
15.3 Text Messages. With respect to any texting, Text Messages or other mobile messaging Services, Customer shall not use the Services in violation of the Mobile Marketing Association Guidelines or any network/wireless carrier requirements, conditions or codes of practice. NPA reserves the right to segment, truncate, or otherwise reduce the length of any Text Message or to refuse to transmit or deliver a Text Message that does not comply with NPA or any third party network operator's policies or conditions.
15.4 Any call originated on NPA's network is subject to inspection and investigation if the call is suspected of being fraudulent, abusive, or illegal. Calls meeting any of these criteria will be blocked. If these conditions are repeated, becoming excessive, the subscriber may be disconnected from NPA's network, may be subject to further investigation by the FCC for enforcement of the TRACED Act, and the subscriber may be subject to fines and penalties imposed by the FCC or the jurisdictional court.
Use, Storage, and Other Limitations
Possession or purchase of equipment including equipment software from NPA does not convey and/or guarantee the use of said equipment with other service providers. NPA is not responsible if for any reason the equipment provided is not functional and/or fully functional with other service providers. NPA reserves the right to establish or modify general practices and limits concerning use of the Services and Software. Where practical, NPA will provide Customer with prior notice of such new or modified practices.
Electronic Recording
Customer acknowledges and understands that there are federal and state statutes governing the electronic recording of telephone conversations and that NPA will not be liable for any illegal use of the service. Customer agrees to carefully review its circumstances when deciding whether to use the recording features of the service and it is Customer's responsibility to determine if the electronic recordings are legal under applicable federal and state laws. Customer will indemnify and hold NPA harmless for any claims, damages, fines, or penalties arising out of Customer's failure to adhere to applicable electronic recording laws. Customer agrees that NPA may, at its sole discretion, record any call between NPA and Customer for NPA quality control purposes.
Responsibility for Registration Information and Content of Customer Communications
Customer is solely responsible for maintaining the confidentiality of Customer's Login, and will not transfer Customer's Login, email address or password, or lend or otherwise transfer the use of or access to the NPA Services, to any third party. Customer is solely responsible for any activities that occur under Customer's account. Customer will comply with applicable foreign, federal, state, and local law in its use of the Services. Customer will immediately notify NPA of any unauthorized use of Customer's account or any other breach of security related to Customer's account or the NPA Services. Customer agrees that Customer is solely responsible for the content of all visual, written or audible communications sent by Customer or displayed or uploaded by Customer in using the Services. Customer retains copyright and any other rights already held in Content that Customer submits, posts or displays on or through the Services, and grants to NPA a world-wide, royalty-free, sub-licensable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content solely in order to provide the Services to Customer.
Responsibility for Content of Others
Customer acknowledges that Agents or other users of the Services ("Users") may violate one or more of the above prohibitions, but NPA assumes no responsibility or liability for such violation. If Customer becomes aware of misuse of the Services by any person, please contact NPA Customer Support at 954-320-4070. NPA may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts or User or Agent profiles or Login. NPA reserves the right, in its sole discretion, to reject posting or other data, or to restrict, suspend, or terminate any User's or Agent's access to all or any part of any Site at any time, for any or no reason, with or without prior notice, and without liability.
Changes to the Agreement, Services, or Service Plan
NPA reserves the right to make changes to the terms and conditions of these Terms and Conditions or the Services ("Change of Service") from time to time. In the event of a Change of Service, NPA will publish changes to its website.
Returns and Adjustments
Customer may not return equipment for any reason without prior approval of NPA. All returns shall be in original packaging. Customer shall be responsible for all costs related to shipping to NPA all returned Equipment. Equipment returned without prior authorization, or proper packaging may be refused. Customer must return Equipment undamaged, and in good working condition, in its original packaging, and with all original content within ten days of the date the return material authorization (RMA) was sent to Customer by NPA. Otherwise, Customer will be immediately responsible for paying to NPA an amount equal to the fair retail price of the Equipment minus any amounts Customer previously paid for said Equipment.
Notice
Notice of a Change of Service will be considered received by Customers, and such changes will become binding on Customers, on the date the changes are posted to websites owned and managed by NPA ("Change Date"), and no additional notice will be required; provided, however, that any Change of Service that would reasonably be expected to be materially adverse to Customer shall not be binding on Customer unless NPA has notified Customer of such change. If Customer does not send NPA notification of their desire to terminate the Agreement within 30 days after the Change Date, or continues to use the Services after such time, Customer is deemed to have accepted and consented to the Change of Service.
Privacy
NPA utilizes the public Internet and third party networks to provide fax, voice, chat, Text Messages and video communication services. Accordingly, NPA cannot guarantee the confidentiality or security of fax, voice, chat, Text Messages and video communications of Customer. NPA is committed to respecting Customer's privacy, and the privacy of callers using the Services. Once Customer chooses to provide or gather personally identifiable information using the Services, it will only be used in connection with Customer's relationship with NPA or otherwise to deliver Services. NPA will not sell, rent, or lease Customers' personally identifiable information to others, except to a successor in interest or assignee of NPA. Unless required by law or judicial or administrative process, or if Customer's prior permission is obtained, NPA will only share the personal data Customer provides or gathers using the Services with other NPA affiliates and/or business partners that are acting on NPA's behalf to provide the Services. See our Privacy Policy.
Technical Support
NPA provides technical support to Customers via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied and except as stated in this Section, NPA has no obligation to provide additional technical support.
Reimbursement in Connection with Breach
In the event of Customer's breach of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse NPA for all attorneys' fees and court, collection and other costs incurred by NPA in the enforcement of NPA's rights hereunder and NPA may keep any deposits or other payments made by Customer.
Indemnification
Customer agrees to defend, indemnify and hold NPA, and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims, damages or losses (collectively, "Losses") relating to or arising out of Customer's (a) use or misuse of the Services, (b) breach of this Agreement or (c) fraud, except (in the case of clauses (a) and (b)) to the extent such Losses relate to or arise out of NPA's breach of this Agreement.
Warranties and Disclaimer
NPA warrants that the Services will substantially conform to the Documentation during the term of this Agreement. NPA will use commercially reasonable efforts to pass through to Customer manufacturers' warranties on Equipment. Except as expressly set forth in the agreement, the products and other services provided herein are provided "as is" and NPA makes no warranties and disclaims all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Neither NPA nor its vendors will be liable for unauthorized access to NPA's or customer's transmission facilities or premise equipment, or for delays or interruptions in access to or use of the services resulting from customer's equipment, use of the internet, or telecommunications systems not under NPA's control.
Exclusive Remedy and Limitations of Liability
Customer's sole and exclusive remedy for failure of the services or equipment, which NPA shall be entitled to elect, is repair, replacement, credit or refund. In no event shall NPA or its vendors be liable for any special, incidental, indirect, punitive or consequential damages or for any damages, including but not limited to loss of data, loss of revenue or profits, arising out of or in connection with the use or inability to use services or products provided hereunder. In no event shall NPA's total liability hereunder exceed the amounts paid by customer to NPA in the prior twelve (12) months from the date of claim.
Import and Export Compliance
Customer agrees to comply with U.S. export laws, and applicable import and export laws that may apply in Customer's location(s), concerning the transmission of technical data and other regulated materials via the Services.
Phone Numbers and Web Portal Discontinuance
Upon expiration, cancellation or termination of the Services, Customer shall relinquish and discontinue use of any Numbers, voice mail access numbers, Logins and/or web portal Sites assigned to Customer by NPA or its vendors.
Software Copyright
The Software is protected by copyright law and international treaty provisions. The Software is subject to the terms and conditions in licenses of third parties, and NPA will use commercially reasonable efforts to pass through licenses for Software sublicensed to Customer in providing NPA's Services. Customer has no right to inspect, possess, use, copy, or attempt to discover the source code (or any portion thereof) used to create any Software, except to the extent that Customer is expressly permitted to decompile the Software under applicable law and Customer notifies NPA of Customer's intention to decompile the Software and Customer's reason to do so.
Notices
NPA communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time Customer ordered the Services or as subsequently specified by Customer ("Email Address"). Customer is responsible for providing NPA with a valid Email Address and notifying NPA of any Email Address changes. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. All notices and communications required or permitted to be sent to NPA under this Agreement shall be in writing and sent to: Director of Customer Service, NPA, Inc., 110 SE 6th Street, 17th Floor, Ft. Lauderdale, FL 33301.
Force Majeure
NPA shall not be liable for any failure or delay in the performance of its obligations hereunder that are directly or indirectly caused by or resulting from events beyond NPA's reasonable control, including, without limitation, acts of God, fire, flood, hurricane, earthquake, tsunami, riot, war, terrorism, government actions and intervention, embargoes, strikes, destruction of facilities, late or failed delivery by suppliers, or unavailability of power or Internet services.
Mandatory Arbitration
37.1 Arbitration Procedures. Except as set forth below, customer and NPA will arbitrate any disputes or claims in any way related to or arising out of the agreement, any breach of the agreement, or the provision of services or products to customer, including any billing disputes (collectively, "claims"). Claims shall be submitted to final, binding arbitration administered by the American Arbitration Association ("AAA"). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be conducted under the AAA's published commercial arbitration rules. Customer and NPA agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be in Broward County, Florida U.S.A. The language of the arbitration shall be English.
37.2 Prefiling Notice of Claim. Before instituting arbitration or suit, customer will provide NPA with an opportunity to resolve the claim by sending a written description of the claim to NPA. If NPA is not able to resolve the claim within 30 days of receipt of notice, then customer or NPA may initiate arbitration or suit. All claim notices should be sent to: Director of Customer Service, NPA, Inc., 110 SE 6th Street, 17th Floor, Ft. Lauderdale, FL 33301.
37.3 Time Limitation. Customer agrees that regardless of any statute or law to the contrary, any suit or arbitration arising out of or related to use of the Services or the Agreement must be filed within one (1) year after the earlier of (a) when such claim or cause of action arose or (b) termination of Services to Customer, or be forever barred.
37.4 Personal Jurisdiction. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with this Section, Customer and NPA agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Broward County, Florida, and waive any objection as to venue or inconvenient forum in such courts.
Entire Agreement; Governing Law; Miscellaneous
The terms and conditions of this Agreement including any terms contained in an applicable Service Order or Service Agreement entered into by the parties, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The Agreement and the relationship between Customer and NPA shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. The failure of NPA to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The unenforceability of any provision of the Agreement shall not render unenforceable or impair its remainder. Customer shall not assign this Agreement or delegate Customer's duties hereunder without NPA's prior written consent. The headings in the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.
Messaging
By texting YES you agree to receive recurring conversations, reminders, and promotional SMS (text) and MMS (multimedia) messages from NPA. Reply STOP to opt-out; Reply HELP for support; Message & data rates may apply. Messaging frequency will vary. Your consent is not a condition of purchasing any goods or services.
Consent for SMS and MMS Communication. By providing your telephone number(s) (or using any other authorized opt-in method), you acknowledge and expressly agree to receive recurring text and multimedia messages (SMS and MMS) from NPA at the phone number(s) you provide. You may opt-in via website form, verbal consent to an NPA representative, texting the keyword YES to one of our numbers, or initiating a conversation with our main number.
Types of Communications. If you have consented, you may receive conversational messages (two-way communications), notifications and reminders (service updates, appointment reminders, billing notifications, operational alerts), and promotional/marketing messages (special offers, discounts, new services, company news).
Frequency, Pricing and Carrier Disclosures. Message frequency will vary depending on your engagement with our services. Message and data rates may apply. NPA is not liable for delayed or undelivered messages.
Opt-Out. Reply "STOP" to any text message you receive from any of our numbers; you will receive a final confirmation message. You may also contact us directly by email or phone to request removal from our messaging list. For support, reply "HELP" to any text message, call our official number, or visit our contact page.
Privacy, Modification and Acknowledgment. Information obtained from the SMS/MMS consent process will not be shared with any third parties for their promotional purposes. Our full privacy policy can be viewed at our Privacy Policy. We reserve the right to update or modify these Terms and Conditions at any time; any changes will be posted on this page. By subscribing to NPA's messaging service or using our services/products, you acknowledge that you have read and agree to these terms and conditions.