These Terms of Service, together with any applicable order form, service schedule, online portal terms, acceptable use policy, privacy policy, rate sheet, invoice, or other written service document issued by VOPIAL, form the agreement between VOPIAL and the individual or legal entity that opens an account, places an order, accesses, or uses the services. The customer, client, reseller, or account holder is referred to in these Terms as “Customer.” VOPIAL and Customer may each be referred to as a “Party” and together as the “Parties.”
By creating an account, submitting an order, paying an invoice, using any VOPIAL service, or allowing any end user to use the services, Customer accepts these Terms and confirms that the person accepting them has authority to bind Customer. If Customer does not agree, Customer and its end users must not use the services.
1. Definitions
Services means all communications services, telecom services, software, portals, features, telephone numbers, SIP trunks, hosted PBX services, voice termination, voice origination, DID, toll free, SMS, unified communication, support, and related products provided or made available by VOPIAL.
Account means the account created for Customer in VOPIAL’s systems or portals. End User means any person, employee, agent, contractor, customer, user, or third party who uses the Services through Customer’s account. Order means any online order, written order, service request, rate plan, quote, or portal request accepted by VOPIAL. Customer Content means calls, messages, recordings, traffic, caller ID information, and other content transmitted or stored through the Services.
2. Services and Orders
VOPIAL may provide Services including, without limitation, VoIP, SIP Trunking, Hosted PBX, Unified Communication, DID, Toll Free, SMS, voice origination, and voice termination. Not all Services are available in all locations, and availability may depend on technical, regulatory, carrier, supplier, number inventory, compliance, payment, and verification requirements.
Customer may order Services through VOPIAL’s website, customer portal, email, written quote, invoice, or other approved process. An Order becomes binding when accepted by VOPIAL, including by provisioning the requested Service or allowing Customer to use it. VOPIAL may reject, delay, suspend, or require additional verification for any Order.
Service start dates are estimates unless expressly confirmed in writing. VOPIAL will use commercially reasonable efforts to provision Services, but VOPIAL is not liable for delays caused by third-party carriers, customer action or inaction, porting delays, regulatory review, force majeure, equipment availability, technical limitations, or other circumstances outside VOPIAL’s reasonable control.
3. Term and Renewal
These Terms remain in effect while Customer maintains an account, has active Services, owes any amount to VOPIAL, or uses the Services. Specific Services may be month-to-month, prepaid, usage-based, annual, multi-year, or otherwise specified in an Order or invoice.
Unless otherwise stated, recurring Services renew automatically for successive billing periods until cancelled in accordance with these Terms. Services added during an existing term may be billed on the same cycle and may be co-termed with existing Services.
4. Rates, Charges, and Billing
Customer agrees to pay all rates and charges applicable to the Services, including recurring charges, usage charges, per-minute charges, DID charges, toll free charges, SMS charges, setup fees, porting fees, reconnection fees, number reservation fees, minimum commitments, overage charges, carrier pass-through charges, regulatory charges, taxes, surcharges, and any other amounts stated in an Order, invoice, rate sheet, portal, or written communication from VOPIAL.
All charges are in U.S. dollars unless VOPIAL expressly states otherwise. Recurring charges are generally billed in advance. Usage-based, one-time, and overage charges may be billed in arrears, in real time, or deducted from prepaid account balance. Customer is responsible for all usage from its account, whether authorized or unauthorized, except to the extent caused solely by VOPIAL’s proven gross negligence or willful misconduct.
Rates may change due to market conditions, carrier cost changes, regulatory changes, number costs, taxes, supplier charges, fraud risk, or updates to VOPIAL’s pricing. Unless a fixed rate is expressly agreed in writing, outbound and usage-based rates apply at the rate in effect at the time of use.
5. Payment Terms
Customer must keep valid billing, payment, and contact information on file. VOPIAL may require payment by credit card, debit card, ACH, wire transfer, PayPal, bank transfer, prepaid balance, or another approved method. Customer authorizes VOPIAL to charge the payment method on file for recurring charges, usage, taxes, surcharges, fees, and other amounts due.
Unless otherwise stated on the invoice or agreed in writing, invoices are due upon receipt. VOPIAL may suspend, restrict, or terminate Services if Customer fails to pay on time, maintains insufficient prepaid balance, fails to provide required security, or if payment is declined, reversed, disputed, charged back, or returned.
Late payments may be subject to a late fee of 1.5% per month or the maximum amount permitted by law, whichever is lower. Customer is responsible for returned payment fees, chargeback fees, collection costs, attorney fees, and costs incurred by VOPIAL to recover unpaid amounts.
6. Security Deposits, Credit Limits, and Prepaid Balance
VOPIAL may require a security deposit, prepaid balance, credit review, account limit, usage limit, traffic limit, or other financial assurance at any time. VOPIAL may increase, reduce, or remove credit limits based on Customer’s payment history, traffic profile, fraud exposure, volume, carrier requirements, or account risk.
Failure to maintain required balance, security, or credit standing may result in immediate suspension or termination. Any remaining deposit or prepaid balance may be applied to unpaid charges and, after all obligations are satisfied, refunded according to VOPIAL’s refund process and applicable law.
7. Taxes, Governmental Charges, and Regulatory Fees
Customer is responsible for all taxes, fees, assessments, surcharges, regulatory recovery fees, universal service charges, E911 charges, TRS, CALEA, access charges, number administration fees, and similar charges imposed on or related to the Services, except taxes based solely on VOPIAL’s net income.
If Customer claims tax exemption, Customer must provide valid exemption documentation before VOPIAL is required to stop collecting applicable taxes. If an exemption is later found invalid or insufficient, Customer remains responsible for all uncollected taxes, interest, penalties, and related amounts.
8. Billing Disputes
Customer must notify VOPIAL in writing of any billing dispute within thirty (30) days from the invoice date or the date the charge appeared in Customer’s account, whichever is earlier. The notice must identify the disputed amount, the reason for the dispute, and supporting documentation.
Customer must timely pay all undisputed amounts while a dispute is being reviewed. If Customer fails to dispute a charge within the required period, the charge will be deemed valid and payable. Approved billing adjustments may be issued as account credits unless VOPIAL determines another remedy is appropriate.
9. Customer Responsibilities
Customer is responsible for its account, systems, network, equipment, users, passwords, call routing, traffic, caller ID, number usage, payment information, and all activity occurring through the Services. Customer must maintain adequate internet connectivity, power, compatible equipment, security controls, and network configuration necessary to use the Services.
Customer must protect all usernames, passwords, portals, APIs, SIP credentials, PBX systems, endpoints, and devices using industry-standard security practices. Customer must monitor its account for unauthorized use, fraud, abnormal traffic, toll fraud, robocalling abuse, spam, or suspicious activity and must notify VOPIAL immediately if any such activity is suspected.
VOPIAL is not responsible for charges arising from compromised credentials, insecure PBX systems, weak passwords, unauthorized devices, customer configuration errors, malware, customer-side network issues, or Customer’s failure to secure its systems.
10. Acceptable Use and Compliance
Customer and its End Users must use the Services only for lawful, legitimate, and compliant business purposes. Customer must comply with all applicable laws, rules, regulations, industry standards, carrier requirements, and VOPIAL policies, including laws related to telecommunications, robocalling, telemarketing, TCPA, STIR/SHAKEN, caller ID, DNC, consent, privacy, messaging, emergency services, fraud prevention, export control, sanctions, and consumer protection.
Customer must not use the Services, or allow anyone to use the Services, for fraud, scams, phishing, spam, illegal robocalling, unlawful telemarketing, spoofing, harassment, threats, abusive traffic, denial-of-service activity, malware, traffic pumping, artificial inflation of traffic, unauthorized access, or any activity that harms VOPIAL, its suppliers, carriers, networks, customers, or the public.
Customer must use only caller ID numbers that Customer owns, controls, is authorized to use, or is legally permitted to present. Customer must provide proof of authorization, consent records, LOAs, traffic details, campaign information, customer verification information, or other compliance documentation upon request.
11. Know Your Customer and Traffic Review
VOPIAL may require Customer to provide business identity information, authorized contacts, billing details, use case, expected traffic type, caller ID authorization, campaign information, regulatory identifiers, compliance records, and other KYC or traffic verification information before or after activation.
VOPIAL may review traffic patterns, call data, customer information, complaints, traceback requests, carrier notices, analytics, and regulatory inquiries to protect its network and comply with obligations. VOPIAL may reject, block, rate-limit, suspend, or terminate traffic or Services if VOPIAL believes the account presents legal, regulatory, financial, reputational, fraud, security, or network risk.
12. Telephone Numbers, DIDs, Toll Free, and Porting
Telephone numbers are assigned for Customer’s use while the relevant Service remains active and paid. Customer does not own telephone numbers. Number availability is not guaranteed, and numbers may be reclaimed, released, disconnected, or reassigned if Services are cancelled, unpaid, terminated, or required by law, carrier, supplier, or numbering authority.
Customer is responsible for porting numbers away before cancellation or termination. VOPIAL may assist with number porting using commercially reasonable efforts, but porting depends on third-party carriers, correct documentation, LOA approval, accurate customer service records, regulatory requirements, and other factors outside VOPIAL’s control.
Customer must provide accurate porting documentation, authorization, account details, and supporting records. Porting delays, rejections, cancellations, reinstatements, or special handling may result in additional charges. VOPIAL is not liable for porting delays, rejected ports, number loss, or interruption caused by inaccurate information, third-party carriers, unpaid balances, regulatory issues, or Customer’s failure to act timely.
13. Emergency Services
Some Services may not support emergency calling, may support limited emergency calling, or may require Customer to register accurate location information before emergency calling is available. VoIP emergency calling can be affected by power outages, internet failures, device configuration, customer network issues, relocation of devices, suspended accounts, and other limitations.
Customer is responsible for informing all End Users of any emergency calling limitations and for maintaining accurate emergency address information where required. VOPIAL may suspend or reject Services where emergency service requirements cannot be satisfied.
14. Suspension and Termination by VOPIAL
VOPIAL may suspend, restrict, block, rate-limit, disconnect, or terminate any Service or account immediately, with or without notice, if VOPIAL determines that: Customer failed to pay; Customer has insufficient prepaid balance; Customer provided false or incomplete information; Customer failed KYC or compliance review; traffic appears fraudulent, illegal, abusive, high-risk, or non-compliant; suspension is needed to protect VOPIAL, carriers, suppliers, customers, or the network; Customer violates these Terms; a carrier, supplier, regulator, law enforcement agency, or governmental authority requests or requires action; or continued service creates legal, financial, security, operational, or reputational risk.
Suspension or termination does not relieve Customer of liability for charges incurred before or during suspension, minimum commitments, early termination charges, usage, taxes, fees, or other amounts due. Reconnection may require payment of all outstanding amounts, updated verification, a deposit, and a reconnection fee.
15. Termination by Customer
Customer may cancel Services by providing written notice through the approved VOPIAL support, billing, or portal process. Unless VOPIAL agrees otherwise in writing, cancellation becomes effective after VOPIAL has processed the request and disconnected the Service. Customer remains responsible for charges until disconnection is completed.
Prepaid, setup, usage, number, porting, monthly recurring, annual, minimum commitment, and other fees are non-refundable unless expressly stated in writing by VOPIAL or required by law. If Customer committed to a fixed service term and terminates early, Customer may be responsible for all remaining charges for the unexpired term and any credits, discounts, or waived fees previously granted.
16. Data, Recordings, and Account Content
Customer is responsible for downloading or preserving any data, call records, recordings, invoices, reports, or other content Customer needs before cancellation or termination. After suspension, cancellation, or termination, VOPIAL may delete, disable access to, or stop storing Customer data, recordings, numbers, logs, and account content, subject to applicable law and VOPIAL’s retention practices.
VOPIAL may access, use, process, or disclose account data and traffic information as reasonably necessary to provide Services, troubleshoot issues, invoice Customer, prevent fraud, comply with law, respond to regulatory or carrier requests, enforce these Terms, or protect VOPIAL’s rights and network.
17. Software, Portals, and Intellectual Property
VOPIAL may provide access to software, APIs, dashboards, portals, configurations, documentation, and related materials. Subject to Customer’s compliance with these Terms, VOPIAL grants Customer a limited, revocable, non-exclusive, non-transferable license to use such materials only as necessary to use the Services during the active service term.
Customer must not copy, resell, sublicense, reverse engineer, modify, decompile, attempt to derive source code, interfere with, benchmark for competitive purposes, or create derivative works from VOPIAL software, portals, systems, documentation, or Services except as expressly permitted in writing. VOPIAL and its licensors retain all rights not expressly granted.
18. Confidentiality
Each Party may receive confidential information from the other Party, including pricing, account details, network information, technical information, business plans, traffic data, security information, and non-public communications. Each Party must protect the other Party’s confidential information using reasonable care and use it only for purposes of the business relationship.
Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed, lawfully received from a third party without restriction, or required to be disclosed by law, court order, carrier request, regulator, or governmental authority.
19. Privacy and Security
VOPIAL will use commercially reasonable administrative, technical, and physical safeguards designed to protect account information under VOPIAL’s control. Customer acknowledges that no network, internet service, telecommunications service, or storage system is completely secure or error-free.
Customer is responsible for obtaining all required consents and providing all required notices related to calls, messages, recordings, monitoring, data processing, marketing, and communications sent or received using the Services.
20. Warranties and Disclaimers
VOPIAL will provide the Services using commercially reasonable skill and care. Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” VOPIAL disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, error-free operation, availability of numbers, routing quality, call completion, or suitability for any specific business purpose.
VOPIAL does not guarantee that the Services will be uninterrupted, secure, error-free, compatible with all systems, available in every location, accepted by every carrier, or free from delay, packet loss, jitter, call failure, routing changes, blocking, filtering, or other telecommunications limitations.
21. Limitation of Liability
To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, consequential, special, exemplary, punitive, reputational, or lost-profit damages, including loss of revenue, data, goodwill, savings, business opportunity, or substitute services, even if advised of the possibility of such damages.
Except for Customer’s payment obligations, Customer’s indemnification obligations, misuse of the Services, fraud, intentional misconduct, or liabilities that cannot legally be limited, each Party’s total cumulative liability arising out of or related to the Services or these Terms will not exceed the amount paid by Customer to VOPIAL for the affected Service during the six (6) months before the event giving rise to the claim.
22. Indemnification
Customer agrees to defend, indemnify, and hold harmless VOPIAL, its affiliates, officers, directors, employees, agents, suppliers, and carriers from and against any claims, losses, damages, fines, penalties, costs, and expenses, including reasonable attorney fees, arising out of or related to Customer’s or End Users’ use of the Services, violation of these Terms, violation of law, fraud, unlawful traffic, caller ID misuse, unauthorized communications, customer content, failure to obtain consent, or infringement of third-party rights.
23. Force Majeure
Neither Party is responsible for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, power failure, internet failure, cyberattack, carrier failure, supplier failure, cable cuts, regulatory action, governmental orders, changes in law, emergency conditions, or other events beyond reasonable control. Payment obligations are not excused by force majeure.
24. Changes to Services and Terms
VOPIAL may modify, enhance, replace, suspend, discontinue, or update the Services, features, rates, routing, suppliers, policies, and these Terms from time to time. Updates may be posted on VOPIAL’s website, provided through the portal, sent by email, included on invoices, or otherwise communicated to Customer.
Customer’s continued use of the Services after an update becomes effective constitutes acceptance of the updated terms. If Customer does not agree to an update, Customer must stop using the Services and cancel the affected Services in accordance with these Terms.
25. Dispute Resolution and Governing Law
The Parties will first attempt in good faith to resolve any dispute through authorized representatives. Unless otherwise required by applicable law or agreed in writing, these Terms are governed by the laws of the United States of America, without regard to conflict of law principles.
Any claim must be brought on an individual basis and not as a class, collective, representative, or private attorney general action. Claims must be filed within two (2) years after the claim arises, except for unpaid amounts, indemnification, fraud, or claims that cannot legally be shortened.
26. Notices
Notices to Customer may be provided by email, customer portal, invoice message, website posting, or other contact information associated with Customer’s account. Customer must keep its contact information current. Notices to VOPIAL must be sent through VOPIAL’s approved support or billing contact method unless VOPIAL provides another written notice address.
27. Assignment
Customer may not assign or transfer these Terms, any account, numbers, or Services without VOPIAL’s prior written consent. VOPIAL may assign these Terms or any rights or obligations to an affiliate, successor, acquirer, supplier, financing party, or in connection with a merger, acquisition, restructuring, or sale of assets.
28. Miscellaneous
The Parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, employment, fiduciary, or agency relationship. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver. Headings are for convenience only.
These Terms, together with applicable Orders, invoices, rate sheets, policies, and service documents, constitute the entire agreement regarding the Services and supersede prior discussions or understandings. Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, dispute provisions, and compliance obligations.