Terms & Conditions

1. The agreement

These Terms are between NexDial Communication LLC (“NexDial”, “we”, “us”) and the business that opens an account or orders services (“Customer”, “you”). Together with the Acceptable Use Policy, the Privacy Policy, the rate schedule applicable to your account, and any signed order form or master service agreement, they form the “Agreement”.

You accept the Agreement by creating an account, by sending traffic, or by signing an order form — whichever occurs first. Where documents conflict the order of precedence is: a signed master service agreement; a signed order form or rate schedule; the Acceptable Use Policy; these Terms; then any other referenced document.

2. Definitions

• Services — voice termination, origination, SIP trunking, numbering, toll-free, contact centre voice, call tracking and the console and API.
• Console — the NexDial self-service customer platform.
• Balance — prepaid funds held against your account for usage.
• CDR — a call detail record produced by our platform.
• Channel — a concurrent call path on a trunk.
• End User — anyone using the Services through your account, including your customers and downstream customers.
• Registered Location — the physical street address registered against a number and used to route emergency calls.

3. Eligibility

The Services are for businesses and other organisations, not for consumer or household use. You represent that you are a validly constituted entity in good standing; that the person accepting these Terms is at least 18 and authorised to bind you; that you are not located in and will not use the Services for the benefit of any country or person subject to US sanctions or export controls; and that you hold every licence and authorisation your own business requires.

4. Accounts and the console

The console is self-service. You are responsible for everything done under your credentials, for keeping them secure, for promptly removing access from people who leave, and for configuring the protective controls the console makes available — spend caps, concurrency ceilings, velocity limits and destination blocking.

We may apply default limits to new accounts and raise them as your verification and payment history develop. We may refuse, suspend or limit any account, any trunk or any category of traffic where doing so protects the network, other customers or consumers.

5. Onboarding and verification

Provision of the Services is conditional on completing our Know Your Customer review and continuing to satisfy it. You must supply and keep current the entity, ownership, address, signatory, use-case, traffic-profile and number-ownership information we request, and notify us in advance of material changes to ownership, control, business model or traffic profile.

We may run credit and sanctions checks, set and adjust limits, and require prepayment or other security — particularly for new accounts and international destinations. 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

• Comply with the Acceptable Use Policy, which is a material term.
• Comply with applicable law, including the Communications Act, FCC regulations, the TCPA, the Telemarketing Sales Rule, the Truth in Caller ID Act and applicable state consent and recording laws.
• Obtain and evidence any consent required for calls you place and any recording you enable.
• Secure your credentials, endpoints and PBX, and notify us immediately of suspected compromise.
• Maintain accurate Registered Locations for every number capable of emergency calling.
• Present accurate calling party information and supply number-ownership evidence for attestation.
• Respond to traceback and regulatory requests within the timeframes in the Acceptable Use Policy.
• Maintain a named technical contact and a named compliance contact reachable 24 hours a day.
• Provide, at your own cost, the connectivity, equipment and software needed to use the Services.

7. Numbers and porting

Numbers are assigned, not sold; you acquire no ownership interest and no right to portability beyond what law and industry rules provide. Number use is governed by Section 7 of the Acceptable Use Policy.

We process port-in and port-out requests under industry porting rules. Port-out requires that your account be current and not in breach. Reasonable fees may apply to expedited ports, to port rejections caused by inaccurate data you supplied, and to number reservation. Numbers you release or that are reclaimed return to inventory after the applicable ageing period and cannot afterwards be recovered.

8. Emergency calling — important limits

Read this section and communicate its substance to every End User who might dial 911 using the Services.

8.1 How it works

Where emergency calling is enabled for a number, we route 911 calls based on the Registered Location you provided for that number. Registering an accurate physical street address — including building, floor and suite where relevant — and updating it whenever an End User moves is your responsibility.

8.2 Limitations

• Power and internet dependency. Emergency calling will not work during a power cut, internet outage or equipment failure unless you have independent backup.
• Address accuracy. If the Registered Location is wrong or out of date, responders may be sent to the wrong place. VoIP numbers are nomadic; the network cannot tell where a device physically is.
• Provisioning delay. Emergency calling may be unavailable during initial provisioning, during a port, and briefly after a Registered Location change.
• Routing differences. Calls may reach an administrative line at a public safety answering point rather than a dedicated emergency line, and location and callback information may not be delivered as reliably as on traditional wireline service.
• Suspension. Emergency calling will not function while a number or account is suspended or disconnected, including suspension for non-payment.
• Kari's Law and RAY BAUM'S Act. If you operate a multi-line telephone system you are responsible for direct 911 dialling without a prefix, on-site notification and dispatchable location.

8.3 Your acknowledgements

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

9. Availability and support

We operate geographically diverse US edges and target 99.99% availability of the core platform, measured monthly, excluding scheduled and emergency maintenance, force majeure, faults in your own equipment or connectivity, and faults in third-party networks beyond our control.

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

Support is available to all accounts via noc@nexdial.net and +1 (805) 749-2804, with the NOC staffed 24 hours a day. Scheduled maintenance is normally performed off-peak with notice; emergency maintenance may occur at any time where necessary to protect integrity or security.

10. Charges, balance and taxes

Standard accounts are prepaid: you fund a Balance and usage is drawn against it in near real time. Auto recharge is available and, if you enable it, you authorise us to charge your stored payment method when the Balance falls below your chosen threshold. Postpaid terms are available on approved credit and are set out in your order form.

Usage is rated from our CDRs, which are the authoritative basis for billing absent manifest error. Domestic calls are billed in six-second increments after a six-second minimum unless your rate schedule states otherwise. Where the Balance is exhausted, calls are rejected rather than completed on credit.

Charges are exclusive of taxes, fees and surcharges. You are responsible for federal, state and local taxes; Universal Service Fund contributions and related recovery; 911 and E911 fees; telecommunications relay service fees; regulatory cost recovery; and similar impositions. These are itemised on your invoice.

Prepaid Balances are consumed against usage, are non-refundable except as required by law, and may expire as stated in your rate schedule. To dispute a charge, notify us within thirty (30) days with reasonable detail; undisputed amounts remain payable. Charges not disputed within that period are deemed accepted.

11. Rates and changes

Rates are those shown in the console or in your rate schedule. Because underlying carrier and regulatory costs change, we may revise rates on seven (7) days' notice for domestic destinations and 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 is given in the console and by email to your billing contact.

Where an increase materially affects a destination representing a substantial part of your traffic, you may cease sending traffic to that destination without penalty; for committed-volume accounts you may terminate the affected destination on notice within ten (10) days of the rate notice.

12. Term and termination

Prepaid accounts continue until closed by either party. Committed-term accounts run for the period in the order form and renew for successive twelve (12) month periods unless either party gives thirty (30) days' written notice before the end of the then-current term.

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

On termination, accrued charges become immediately due, Services and numbers are disconnected, any early termination charge in your order form applies, and you must arrange number ports before disconnection. Provisions on charges, confidentiality, intellectual property, data protection, warranties, liability, indemnification and disputes survive.

13. Suspension

We may suspend all or part of the Services, with notice where practicable and without where not, if you breach the Acceptable Use Policy; we detect fraud, toll fraud or compromise; traffic threatens the integrity, security or performance of the platform or other customers; your Balance is exhausted or a postpaid account is past due after notice; you exceed a limit or cap; a regulator, law enforcement or underlying carrier requires it; or you fail to provide KYC or traceback information.

Suspension does not suspend payment obligations. Services are restored promptly once the cause is resolved to our reasonable satisfaction, and a reasonable reconnection fee may apply.

14. Confidentiality

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

These duties do not apply to information that is public through no fault of the recipient, was lawfully known beforehand, is independently developed, or is lawfully received from a third party. Disclosure compelled by law is permitted provided prompt notice is given where legally possible and only what is compelled is disclosed. Obligations continue for three (3) years after termination, and indefinitely for trade secrets.

15. Intellectual property

We retain all right, title and interest in the Services, the platform, console, API, documentation, trade marks and 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 for your internal business purposes during the term.

You must not reverse engineer, decompile or create derivative works except as expressly permitted; resell access to the console other than through sub-accounts we provide; remove proprietary notices; or use our name or marks in publicity without prior written consent. You retain rights in your own data. Any feedback you give us may be used freely and without obligation.

16. Data protection

Each party will comply with applicable data protection law. Our handling of personal information is described in the Privacy Policy. Where we process personal information on your behalf — call tracking data, recordings, transcripts — we act as your processor on your documented instructions, under a data processing agreement available on request from abuse@nexdial.net.

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

17. 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, the Services are provided “as is” and “as available”, and we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, title and accuracy.

We do not warrant that the Services will be uninterrupted or error-free, that every call will complete, 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, and caller ID display and analytics labelling on terminating networks are outside our control.

18. Limitation of liability

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

Except for the Excluded Claims, each party's total aggregate liability arising out of or relating to the Agreement is limited to the total charges 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 that cap: your payment obligations; your indemnity obligations under Section 19; your breach of the Acceptable Use Policy; either party's breach of confidentiality; and either party's fraud, wilful misconduct or gross negligence. Nothing excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence. Claims must be brought within one (1) year of accrual. This allocation of risk is a fundamental basis of the bargain and is reflected in our pricing.

19. Indemnification

You will defend, indemnify and hold harmless NexDial, its affiliates, officers, employees, agents and underlying carriers against all third-party claims and resulting liabilities, penalties, fines, forfeitures, settlements, damages, costs and reasonable legal fees arising from: traffic presented under your account, including that 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 other applicable law; any emergency call placed using the Services as described in Section 8; content you transmit or record; and any regulatory enquiry, traceback or enforcement action directed at us because of your traffic.

We will defend and indemnify you against 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 excludes claims arising from your content or traffic, your combination of the Services with other products, or use in breach of the Agreement.

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

20. Force majeure

Neither party is liable for delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control — 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. If the event continues beyond thirty (30) consecutive days either party may terminate the affected Service on notice.

21. 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 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 amounts attributable to the withdrawn Service.

22. Governing law and disputes

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

Escalation. Before formal proceedings the parties will attempt in good faith to resolve the dispute by escalating to senior representatives, who will confer within thirty (30) days of a written notice of dispute. This does not prevent either party 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 Madison County, Illinois, conducted in English. Judgment 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. If this waiver is held unenforceable, the arbitration agreement does not apply to the affected claim. Nothing limits either party's right to pursue small-claims relief or to seek relief from a regulator with jurisdiction.

23. General

• Entire agreement. The Agreement is the entire agreement on its subject matter and supersedes prior discussions. Pre-printed purchase order terms 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 you may close your account without penalty before it takes effect.
• Assignment. You may not assign without our prior written consent, not to be unreasonably withheld. Either party may assign to an affiliate or successor in a merger or sale of substantially all assets on notice.
• 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 benefiting them.
• Notices. Notices to us go to abuse@nexdial.net and our registered address; notices to you go to the account and billing contacts on file and to the console. Email notice is effective the next business day.
• Severability. An unenforceable provision is modified to the minimum extent necessary; the rest remains in effect.
• No waiver. Delay in enforcing a right is not a waiver of it.
• Export and sanctions. You will comply with applicable export control and sanctions law.
• Publicity. Neither party will use the other's name or marks publicly without prior written consent.
• Interpretation. Headings are for convenience. “Including” means “including without limitation”.

24. Contact

• Legal and contracts: abuse@nexdial.net
• Sales and billing: sales@nexdial.net
• Network operations (24/7): noc@nexdial.net
• Telephone: +1 (805) 749-2804
• Registered office: NexDial Communication LLC, 16 Executive Plaza Courte, Maryville, IL 62062, United States
• Director: Thomas G. Purcell