Version 2026-05 | Effective May 1, 2026
These Terms and Conditions (these “Terms”) govern the provision of TELCLOUD’s POTS replacement service, together with any related equipment, communications services, software, installation, support, and other services provided under an Order (collectively, the “Service”), by TELCLOUD (Dagobah Systems Inc. DBA TELCLOUD and DBA TBC Communications, a Delaware corporation, “Company”) to any business customer (“Customer”) that signs an Order Form, Quote, or other written engagement (each, an “Order”) that references these Terms.
These Terms become effective with respect to a Customer on the date the Customer signs an Order referencing these Terms (the “Effective Date”), and the version of these Terms in effect on the Effective Date governs the engagement.
Please read these Terms carefully. By signing an Order referencing these Terms or by accessing or using the Company Equipment or Service, Customer agrees to be bound by these Terms.
1.1 Company develops, markets, licenses, provides, and installs certain equipment and communications packages, enhancements, and other services, including POTS Replacement Devices, Analog Telephone Adapters, Routers, Batteries, Custom Enclosures, and other equipment offered by the Company from time to time (collectively, the “Company Equipment”), cloud software for Internet Protocol Services (“IP Services”), voice over internet service (“VoIP Service”) with direct inward dialing (“DID”), private branch exchange systems (“PBX” or “Private Branch Exchange”), and cellular data plans (the “Data Plans”, and together with the IP Services, VoIP Service, and PBX, the “Services”).
1.2 These Terms set forth the terms and conditions pursuant to which Company will install and provide Company Equipment and Services to Customer.
Company will provide Customer with access to Company’s website located at https://telcobill.com (the “Website”) and, subject to Customer’s compliance with these Terms, Company grants to Customer a limited, non-assignable, non-exclusive, revocable, and non-sublicensable license to access the password-protected customer portal on the Website (the “Customer Portal”), which provides access to the Company’s communication platform as a service (“Communication Platform”).
Customer shall only provide access to the Customer Portal to its authorized representative(s). Customer shall ensure that its authorized representative(s)’ use of the Customer Portal is in accordance with all of these Terms. In the Customer Portal, Customer may submit orders for Services (each, an “Order”).
Customer represents that any information submitted using the Customer Portal is accurate, truthful, and current, and that its use of the Customer Portal, the Company Equipment, and the Service does not violate any applicable law or regulation.
Customer shall use the Customer Portal in accordance with these Terms and the Company Website’s terms and conditions or policies that may be in effect from time to time, including but not limited to the privacy policy and terms of use, which are available at https://telcobill.com. Customer agrees to comply with all relevant terms, conditions, and policies in respect of its use of the Company Website and the Customer Portal.
Customer shall be responsible for the use of the Website and Customer Portal by its authorized representative(s), including all payment obligations in respect of Orders submitted and all other acts, omissions, and activities of its authorized representative(s).
To the fullest extent permitted by applicable law, Customer shall indemnify and hold Company harmless from and against any and all claims and expenses resulting from the failure of Customer or its authorized representative(s) to comply with this Section.
Orders will be binding on Customer upon submission by Customer through the Customer Portal. These Terms create no obligation on the part of either Party to accept or submit an Order.
Notwithstanding anything to the contrary in any Order: (i) all Orders are subject to these Terms; and (ii) where these Terms conflict with the terms and conditions of any Order, these Terms will govern (except if the conflicting term in the Order specifically references this Section 4 and states that such conflicting term will govern and control). Customer may request in writing the modification of Services set forth in an Order by way of the order ticketing system available in the Customer Portal.
Company reserves the right to assess an order modification fee for changes that are accepted. Company may bill Customer for any third-party charges it incurs as a result of such modification.
Company or its designee shall install and provide the Company Equipment and/or Services, as applicable, to Customer pursuant to an Order, which shall be effective as of the date of installation set forth on the Order, and shall continue thereafter pursuant to these Terms, unless earlier terminated in accordance with these Terms. Customer understands and confirms that Company may, at its sole discretion, employ subcontractors without seeking prior consent of Customer.
Notwithstanding the foregoing, the Company shall at all times be responsible for and liable in respect of the performance of all obligations under these Terms, whether such obligations are performed by the Company itself or any subcontractor engaged by the Company.
As part of the Service rendered, Company shall provide Customer with support services, including end user help; email support; billing inquiries; administrative inquiries; troubleshooting; standard configuration verification; rebooting systems; and Company Equipment / Service defects.
Prior to installation of Company Equipment at a Customer Site, Company shall conduct a virtual site survey to confirm the Customer Site’s existing POTS lines, verify line counts and line types, identify any site anomalies, and confirm readiness for installation. The virtual site survey is included in the monthly Service fees at no additional charge to Customer.
If Company determines, in its reasonable discretion, that the virtual site survey is not sufficient to confirm the scope of installation at a Customer Site, Company may conduct an on-site survey at such Customer Site at no additional charge to Customer.
Notwithstanding the preceding subsection, if Company conducts an on-site survey at a Customer Site and determines that no POTS lines are present at such Customer Site, Customer shall pay Company a fee of two hundred fifty dollars ($250.00) per on-site survey visit to cover the cost of the visit. Such fee shall be invoiced to Customer and payable in accordance with the payment terms of these Terms.
For the avoidance of doubt, no fee shall be assessed if POTS lines are present at the Customer Site but fewer in number than represented by Customer prior to the survey.
8.1 During the Term, as part of the Service, Company or its designee may install on Customer’s premises, leasehold, facilities, or other such Customer property or site (the “Customer Site”) certain Company Equipment, as described and defined in an Order, for use by Customer pursuant to these Terms and the applicable Order. Company will deploy and assign particular Company Equipment required for the Service in sets (each, an “Assigned Equipment Set” or “AES”) in locations necessary on the Customer Site.
Customer hereby authorizes Company or its designee to make any preparations such as drilling holes, driving nails, making attachments, or performing any other actions necessary for the installation of Company Equipment.
8.2 Company Equipment is owned or leased by the Company and provided to Customer only under a license or subscription basis or as otherwise provided in the Order, and shall remain the sole and exclusive property of Company during the Term and following termination of these Terms. Nothing herein shall be construed as conveying to Customer any right, title, or interest in or to the Company Equipment.
8.3 Company Equipment shall be used by Customer only at the Customer Site and shall not be removed therefrom. Customer shall use the Company Equipment only in the regular and ordinary course of Customer’s business operations and pursuant to these Terms and any applicable Order. Customer agrees not to damage or misuse Company Equipment and to return it to Company, in the same condition as when installed, reasonable wear and tear excepted.
Customer is responsible for any damage to Company Equipment while installed on the Customer Site.
8.4 Upon Company’s request, Customer shall promptly affix to the Company Equipment in a prominent place labels, plates, insignia, lettering, or other markings supplied by Company indicating Company’s ownership of the Company Equipment, and shall keep the same affixed for the entire Term.
8.5 All Company Equipment shall remain personal property (even though it may become attached or affixed to real property) and title shall remain exclusively in Company. Customer authorizes Company to file or record any statement or instrument showing Company’s interest in the Company Equipment with all applicable governmental agencies.
Customer shall promptly execute and deliver any instrument requested by Company evidencing Company’s interest, including financing statements and waivers with respect to landlords or mortgagees.
8.6 At Customer’s cost and expense, Customer shall (a) protect and defend Company’s ownership of and title to the Company Equipment; (b) keep the Company Equipment free from any liens, encumbrances, attachments, levies, executions, burdens, charges, or legal processes imposed against Customer; (c) give Company immediate written notice of any such matter; and (d) indemnify Company against any loss, cost, or expense (including reasonable attorneys’ fees) with respect to the foregoing.
8.7 Customer shall take all reasonable measures to ensure proper care and safety of the Company Equipment located on the Customer Site, including informing Company immediately of any potential damage or threat to the Company Equipment.
8.8 Company or its agents and representatives may enter the Customer Site upon one (1) business day’s prior notice (or, in any emergency, at any time) to (a) inspect the Company Equipment; (b) clean, maintain, or make repairs or alterations or additions to the Company Equipment; or (c) otherwise access the Company Equipment as Company may deem necessary. Customer shall ensure that any agreement governing the Customer Site allows Company such access.
8.9 Company reserves the right to (a) modify Company’s system, network, or configurations; or (b) modify or replace any Company Equipment in its system or network pertinent to providing the Service, provided that such modifications have no material adverse effect on Company’s obligations or performance. If such modifications will have a material adverse effect, Company shall notify Customer and the Parties shall agree and execute a modified Order.
8.10 Customer acknowledges that certain conditions outside Company’s control may adversely impact Company’s ability to perform the Service, including failure or limitation of Customer’s hardware or equipment.
The term of an Order commences on the date of installation specified in the applicable Order and shall continue for a period of thirty-six (36) months (“Initial Term”), and, following the Initial Term, shall automatically renew for successive thirty-six (36) month periods (each, a “Renewal Term,” and together with the Initial Term, an “Order Term”), unless notice of termination of an Order is given by Customer to Company in writing no less than ninety (90) days prior to the end of the applicable Initial Term or Renewal Term.
Each Order shall be treated as separate from and independent of any other Order. Each line of service is subject to its own thirty-six (36) month term and renewal, as applicable.
During an Initial Term or Renewal Term, Customer shall not cancel or otherwise defer its rights or obligations under these Terms or an Order. Customer shall be responsible for payment of the full thirty-six (36) month period for each Order, regardless of whether Customer no longer requires the Service prior to the expiration of the applicable Order Term.
An “Event of Default” by Customer occurs if: (a) Customer fails to pay any sums payable under these Terms or an Order within fifteen (15) days of receipt of invoice; (b) Customer breaches these Terms or an Order and fails to cure within thirty (30) days of written notice; (c) Company determines that provision of the Service is prohibited by applicable law; (d) Customer’s use of the Service threatens the security, integrity, or availability of the Service; (e) Customer becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy, or has a bankruptcy petition filed against it that is not dismissed within thirty (30) days; (f) Customer abandons, deserts, or vacates the Customer Site; or (g) Customer ceases or threatens to cease to carry on business.
Upon expiration or termination of these Terms, Customer shall allow Company access to retrieve the Company Equipment during normal business hours within thirty (30) days of expiration or termination. If the Company Equipment is not returned within thirty (30) days, Customer shall pay Company the amount equal to the full replacement value of the Company Equipment, as determined by Company in its sole discretion.
If an Event of Default occurs and Customer is in possession of Company Equipment, Company has the right to enter the Customer Site to recover the Company Equipment at Customer’s expense, immediately upon notice to Customer. Customer does not have the right to retain or purchase the Company Equipment at the end of the Term.
Company will invoice Customer monthly for all Service rendered. Customer shall pay all amounts due within fifteen (15) days of receipt of invoice. Each invoice will describe the Service provided during the applicable monthly period and any additional fees pertinent thereto. All payments shall be in US dollars unless otherwise agreed in writing.
Customer shall notify Company of any disputed amount within ten (10) days from when Customer was notified by Company of such amount. Customer shall reference the relevant Order or invoice, provide reasons for the objection, and promptly pay all other undisputed amounts.
If Customer cancels a deployed Service, Customer agrees to pay a two hundred fifty dollar ($250.00) Company Equipment retrieval fee per Assigned Equipment Set at each location.
Customer agrees to pay a Company Equipment replacement fee of one thousand five hundred dollars ($1,500.00) per Assigned Equipment Set installed at each location if the Company Equipment is damaged in any way that affects its functionality while installed on the Customer Site.
Upon the automatic renewal of an Order, Customer understands and agrees that Customer’s monthly bill shall increase for the Renewal Term to account for inflation and increased operational costs then in effect. Such price increase shall be five percent (5%). By permitting the Order to renew, Customer consents to such price increase.
All fees are exclusive of any applicable taxes, levies, duties, tariffs, communications surcharges, or other similar exactions. Customer is responsible for all such amounts (collectively, “Customer Tax Obligations”), excluding taxes based on Company’s net income, property, or employees. Customer represents and warrants that it holds valid resale numbers in all applicable states and shall furnish Company with appropriate exemption certificate(s).
If Customer elects to utilize Company’s Telco Billing Services, Company will be the designated carrier of record and shall be responsible for all tax calculation, collection, and payments.
Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into these Terms; (b) it is not contractually or otherwise restricted from entering into and performing under these Terms; and (c) entering into and performing under these Terms will not breach any other agreement to which it is a party.
Company represents and warrants that it is registered with the Federal Communications Commission (FCC) as a telecommunications provider under FCC Form 499 and operates as a Managed Facilities-Based Voice Network (MFVN) provider. The Service is designed to meet or exceed the performance standards traditionally associated with legacy analog telephone service, including compatibility with fire and security alarm systems, emergency voice communications, and life safety applications.
Company certifies that the Service: (a) is provisioned over a managed, facilities-based IP network; (b) does not rely on the public internet for transport; (c) provides consistent, monitored service quality, availability, and uptime; (d) supports real-time two-way voice communications; and (e) is compliant with applicable national and local code requirements, including NFPA 72 and AHJ (Authority Having Jurisdiction) interpretations, where required.
Except for the express representations and warranties set forth in these Terms, Company makes no representations, warranties or guarantees of any kind, either express or implied, including, without limitation, with respect to merchantability, fitness for a particular purpose or use, or non-infringement, and expressly disclaims any other representations, warranties and guarantees with respect to the Company Equipment and/or the Service.
“Confidential Information” means any information that is treated as proprietary and confidential by a Party, including but not limited to Trade Secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing.
Confidential Information does not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt; (b) is or becomes generally known by the public other than by breach of these Terms; (c) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; or (d) is received from a third party who is not under any obligation to maintain confidentiality.
Each Receiving Party shall (i) not disclose Confidential Information without prior written consent of the Disclosing Party, except to its officers, employees, contractors, consultants, and legal advisors with a need to know who are bound by similar restrictions; (ii) use Confidential Information only for the purposes of performing under these Terms; and (iii) promptly notify the Disclosing Party of any loss or unauthorized disclosure.
All copyrights, trademarks, patents, trade secrets, and other intellectual property rights in and to the Company Equipment, Services, Customer Portal, Communication Platform, and any related materials (collectively, “Company IP”) are and shall remain the sole and exclusive property of Company. Customer is granted only the limited rights expressly set forth in these Terms. No other rights, by implication or otherwise, are granted.
Customer shall not, and shall not permit any third party to, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Company IP.
Nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. Customer and Company will be that of independent contractors. Neither Party will have any authority to bind the other in any respect, unless otherwise agreed in writing. Customer will be solely responsible for obtaining any business or similar licenses required by any federal, state, or local authority with respect to its use of the Service.
Each Party agrees, except for any act or omission that constitutes gross negligence or intentional misconduct, to indemnify, defend, and hold harmless the other and its affiliates (and each of their officers, directors, agents, employees, members, managers, shareholders, legal representatives, successors, and assigns) from and against any and all third-party demands, claims, actions, proceedings, liabilities, losses, damages, judgments, penalties, costs, or expenses (including reasonable attorneys’ fees, experts’ fees, and court costs) arising from or relating to (a) the indemnifying Party’s gross negligence or willful misconduct; (b) the indemnifying Party’s material breach of these Terms; or (c) the indemnifying Party’s violation of applicable law.
The indemnified Party shall provide notice within thirty (30) days, and the indemnifying Party shall defend the action at its sole cost using legal counsel reasonably satisfactory to the indemnified Party. This Section survives termination of these Terms.
Customer shall maintain commercial general liability insurance covering its operations and the Customer Site. Customer shall furnish Company with certificate(s) of insurance evidencing such insurance upon Company’s reasonable request. The Parties acknowledge and agree that Company is not an insurer of Customer’s property, End User property, or third-party property.
The fees paid under these Terms are based on the value of the Service and Company Equipment provided, not the value of any property protected or otherwise associated with the Customer Site. Customer is responsible for obtaining and maintaining its own property and casualty insurance covering the value of any property at the Customer Site.
Notwithstanding any other provision of these Terms, Company’s total liability to Customer shall be limited as follows: (i) for claims arising from or relating to property damage, personal injury, or death (including claims to which Section 17 applies), Company’s liability shall be limited to Two Hundred Fifty Dollars ($250.00) per occurrence, in accordance with industry-standard alarm-and-monitoring practice; (ii) for all other direct damages, including damages for breach of contract, breach of warranty, or failure to perform Company’s obligations hereunder, Company’s aggregate liability shall not exceed the total amount of Fees paid by Customer to Company under these Terms during the twelve (12) months immediately preceding the event giving rise to the claim; and (iii) the foregoing limitations shall not apply to liability arising from Company’s gross negligence or willful misconduct.
In no event shall Company be liable for indirect, special, incidental, consequential, exemplary, or punitive damages, even if Company has been advised of the possibility of such damages.
These Terms shall be governed by, interpreted under, construed, and enforced in accordance with the laws of the State of California, without regard to any applicable choice of law rules.
Any dispute, claim, or controversy arising out of or relating to these Terms or any Order shall be settled by arbitration in San Diego, California, before a single arbitrator selected mutually by the Parties within a forty-five (45) day period following the written demand for arbitration and in accordance with the rules of the American Arbitration Association. Arbitration shall be the exclusive dispute resolution process. The Parties shall share equally all initial costs of arbitration.
All decisions of the arbitrator shall be final, binding, and conclusive on all Parties. Notwithstanding the foregoing, if either Party desires to seek injunctive or other equitable relief that does not involve the payment of money, those claims must be brought in a state or federal court located in San Diego County, California, and the Parties irrevocably consent to such jurisdiction and venue.
The prevailing party in any litigation, arbitration, bankruptcy, insolvency, or other proceeding relating to the enforcement or interpretation of these Terms or an Order may recover from the other party all costs, expenses, and reasonable attorneys’ fees actually incurred relating to or arising out of (a) the proceeding (whether or not the proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding.
All notices or other communications required or permitted to be given under these Terms shall be in writing and shall be deemed given (i) at the time of personal delivery; (ii) forty-eight (48) hours following deposit for expedited delivery with a reputable international carrier; or (iii) by email, with confirmation of receipt. Notices to Company shall be addressed to: Dagobah Systems Inc DBA TELCLOUD, 2775 Kurtz St, STE 6, San Diego, California 92110, Email: [email protected].
Notices to Customer shall be addressed to the address provided by Customer in the Customer Portal or signed Order.
22.1 Entire Agreement.
These Terms, together with any signed Order, Privacy Policy, or other policies referenced herein, constitute the entire agreement between the Parties with respect to the subject matter and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
22.2 Severability.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed amended to the extent necessary to render it enforceable while preserving the intent of the Parties.
22.3 Waiver.
No waiver of any provision of these Terms shall be effective unless in writing and signed by the Party against whom the waiver is sought. No waiver of any breach shall be a waiver of any subsequent breach.
22.4 Amendments to Terms. Company may amend these Terms from time to time. The version of these Terms in effect on the date Customer signs an Order shall govern that Order. Updated versions of these Terms apply only to new Orders accepted after the effective date of the update. The version history of these Terms is set forth in the change log at the end of this document.
22.5 Force Majeure.
Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, governmental action, labor disputes, failure of utilities, or natural disasters. Company assumes no liability for interruption of Service in the case of a Force Majeure Event.
22.6 Assignment.
Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms without the prior written consent of Company. Any purported assignment in violation of this section shall be null and void. Company may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Company’s assets without Customer’s consent.
22.7 Survival.
Any provisions of these Terms that by their nature should extend beyond termination shall survive and continue in full force and effect after any termination or expiration.
22.8 Successors and Assigns. These Terms are binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.
Change Log
This change log records material updates to these Terms. The version of these Terms in effect on the date Customer signs an Order governs that Order; subsequent updates apply only to new Orders accepted after the effective date of the update.
Version 2026-05 (Effective May 1, 2026). Restructured from prior Master Services Agreement format into standing customer-facing Terms and Conditions. Added explicit version control, Effective Date language tied to signed Order, conspicuous limitation of liability and Company Is Not Insurer provisions, and governing law clarification.
