MASTER SERVICE AGREEMENT • BINDING TERMS • SERVICE RELIABILITY • REGULATORY COMPLIANCE
Effective Date: August 24, 2026 | Last Updated: August 24, 2026
COMEXCEL provides business-grade cloud communications, including Business VoIP Phone Service & Hosted Cloud PBX Infrastructure, SIP trunking, 2-way business SMS/MMS, mobile and desktop softphones, CRM integrations, and AI speech intelligence for small businesses, multi-location companies, enterprise organizations, remote/hybrid workforces, PBX administrators, IT teams, and individual VoIP users. These Terms of Service (“Agreement”) constitute a legally binding contract between COMEXCEL Communications (“COMEXCEL,” “we,” “us,” or “our”) and the legal business entity or organization subscribing to or using the services (“Customer,” “you,” or “your”).
Terms at a Glance
Core Services: Cloud PBX routing, business VoIP calling, SMS/MMS messaging, number provisioning, softphones, and AI conversation tools.
Commercial Terms: Subscriptions billed monthly per provisioned user ($18, $22, $25/seat) or as outlined on executed Order Forms and the official COMEXCEL Pricing Schedule.
Emergency Services Notice: Explicit E911 obligations requiring accurate, up-to-date registered physical locations for every endpoint and user.
Regulatory Compliance: Strict compliance with FCC CPNI rules, TCPA, CTIA 10DLC registration, and local telecommunications mandates.
Agreement Acceptance & Order of Precedence
By creating an account, executing an Order Form, signing a service quote, downloading our applications, or accessing any COMEXCEL service, you agree to be bound by this Agreement. This Agreement is centrally governed through the COMEXCEL Legal & Compliance Hub. If you are entering into this Agreement on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you possess full legal authority to bind that entity. In the event of a conflict among contractual documents, the following order of precedence applies: (a) executed Order Forms or Service Exhibits; (b) this Master Terms of Service Agreement; (c) the COMEXCEL Privacy Policy; and (d) our Acceptable Use Policy.
Telecommunications Definitions & Framework
“Customer Proprietary Network Information (CPNI)” has the meaning assigned under Section 222 of the Communications Act of 1934, as amended, including call destination, time, duration, and telephony metadata.
“Direct Inward Dialing (DID)” means a virtual telephone number assigned to an extension or routing path on the COMEXCEL platform.
“E911 / Enhanced Emergency Services” means FCC-regulated emergency calling capabilities connecting VoIP users to local Public Safety Answering Points (PSAPs) based on registered geographic addresses.
“10DLC (10-Digit Long Code)” means commercial application-to-person (A2P) SMS/MMS messaging routed over standard 10-digit local phone numbers under carrier-sanctioned brand and campaign registries.
“Call Detail Record (CDR)” means data containing the telecommunications details of a specific voice call or SMS transaction (duration, calling number, called number, timestamp, SIP disposition).
Business Eligibility & Authorized Account Administration
COMEXCEL services are designed exclusively for legitimate commercial, non-profit, enterprise, and professional business use. The Customer must designate at least one primary Account Administrator with authority to make administrative decisions, assign extensions, purchase phone numbers, modify call routing, and manage billing authorizations. The Customer assumes full legal responsibility for all actions taken by authorized administrators, sub-administrators, employees, contractors, and users provisioned under the Customer’s account.
Scope of Cloud PBX, VoIP & Messaging Services
COMEXCEL provides hosted voice over IP, multi-tenant cloud PBX, auto-attendants (IVR), ring groups, call queues, call forwarding, voicemail-to-email, business SMS/MMS, SIP trunking, and software endpoints for Windows, macOS, iOS, and Android. COMEXCEL reserves the right to enhance, upgrade, modify, or deprecate individual software features or platform interfaces, provided such updates do not materially degrade the core telecommunications service contracted by the Customer.
Subscription Plans, Billing & Commercial Terms
Commercial Rates: Recurring subscription fees are billed in advance per provisioned user or seat based on the pricing tier established in your Order Form or listed on the official COMEXCEL Pricing Schedule ([https://comexcel.com/pricing/](https://comexcel.com/pricing/)).
Usage Charges: Outbound SMS/MMS, toll-free usage, international calling, and additional DID inventory are billed monthly in arrears based on actual consumption.
Automatic Invoicing & Payment: Customer authorizes COMEXCEL to automatically charge the primary payment method on file on each recurring billing date. Unpaid invoices past thirty (30) days are subject to service suspension and late fees.
Customer is responsible for all applicable federal, state, local, and municipal taxes, regulatory assessments, and surcharges. These include mandated Federal Universal Service Fund (USF) contributions, state telecom excise taxes, state/local 911 fees, and COMEXCEL’s standard Regulatory Cost Recovery Fee (RCRF). Mandated government fees are calculated based on the primary physical service address of the provisioned account.
Normal Business Calling & Voice Acceptable Use
COMEXCEL voice service plans are provided for standard business communications between individuals. Services may not be used for: (a) continuous unattended autodialing or predictive dialing; (b) continuous call-forwarding cascades; (c) telemarketing lead-generation broadcasts; (d) traffic stimulation, pumping, or artificial traffic generation; or (e) reselling voice capacity to third parties without written authorization. COMEXCEL reserves the right to review abnormal calling patterns and transition high-volume accounts to dedicated metered trunking rates.
Business SMS, MMS & 10DLC Carrier Messaging Terms
Customer represents and warrants that all SMS/MMS messages sent through COMEXCEL comply fully with the Telephone Consumer Protection Act (TCPA), CTIA Messaging Principles, and 10DLC registration rules:
Consent & Opt-In: Customer must obtain express written opt-in consent from all recipients before transmitting commercial text messages.
Opt-Out Compliance: Outbound messaging workflows must honor standard opt-out keywords (STOP, CANCEL, QUIT, UNSUBSCRIBE) immediately.
Carrier Filtering: COMEXCEL is not liable for messages filtered, throttled, or rejected by downstream mobile carriers due to non-compliant content or unregistered campaign traffic.
IMPORTANT FCC INTERCONNECTED VOIP E911 DISCLOSURE:
Registered Location Mandate: Customer must provide and continuously maintain a verified, physical street address (“Registered Location”) for every phone number, IP desk phone, and softphone extension.
Service Limitations: VoIP E911 service differs from traditional analog 911. Emergency calls will fail or route incorrectly if: (a) broadband internet connectivity fails; (b) electrical power is disrupted; (c) the equipment is moved to a new physical location without updating the Registered Location in the portal; or (d) account service is suspended.
Affirmative Acknowledgment: Customer agrees to instruct all end users on VoIP 911 limitations and maintain alternate emergency communication channels (e.g., mobile phones or landlines).
When deploying COMEXCEL across remote workspaces, home offices, and traveling personnel, Customer remains solely responsible for: (a) ensuring remote endpoints have stable broadband connectivity meeting minimum VoIP quality thresholds; (b) maintaining accurate physical E911 addresses for remote staff; and (c) enforcing endpoint security standards on company-issued or BYOD devices.
Business Phone Numbers, DID Inventory & Number Porting
Number Ownership: Telephone numbers are provisioned from national numbering plans under carrier rules; Customer does not acquire proprietary ownership rights to unassigned numbers.
Inbound Porting: COMEXCEL coordinates free number porting from existing carriers upon receipt of a completed Letter of Authorization (LOA) and recent carrier invoice. COMEXCEL is not liable for delays caused by the losing carrier.
Outbound Porting: COMEXCEL releases phone numbers to gaining carriers in compliance with FCC rules, provided the Customer’s account is verified and in good standing.
COMEXCEL provides call recording capabilities as an administrative feature. Customer acknowledges that state and federal laws governing the recording of telephone conversations vary significantly (including “one-party” and “all-party” consent jurisdictions). Customer assumes sole legal responsibility for: (a) determining the legality of recording in their operating jurisdictions; (b) providing clear, audible announcements or beeps to all call participants; and (c) securing and managing recorded audio files in compliance with privacy regulations.
AI Voice Transcription, Summaries & Generated Content
AI transcription, automated call summaries, and conversational intelligence features are automated tools provided on an “as-is” basis. COMEXCEL does not guarantee 100% accuracy in transcribed speech or AI-generated action items. Customer agrees that AI outputs should not be relied upon as legal, financial, medical, or regulatory records without human review. Customer audio is processed exclusively for the Customer’s account and is never used to train public, generalized AI foundation models.
CRM Ecosystem & Third-Party Integrations
When Customer links COMEXCEL to third-party CRMs (e.g., Salesforce, HubSpot, Zoho), Customer authorizes the automated exchange of call logs, recording links, SMS threads, and contact cards via OAuth 2.0 and APIs. COMEXCEL is not responsible for the performance, uptime, data policies, or security controls of third-party platforms.
Customers utilizing COMEXCEL developer APIs and webhooks agree to: (a) keep API tokens and secret keys strictly confidential; (b) adhere to documented rate limits and throughput quotas; and (c) avoid submitting malicious, destructive, or reverse-engineering payloads. COMEXCEL reserves the right to throttle or disable API access that threatens platform stability.
Customer Data, Telecommunications Records & CPNI Governance
Customer retains ownership of all customer-generated data (voice audio, message content, CRM records). COMEXCEL handles Customer Proprietary Network Information (CPNI) and account metadata in strict accordance with FCC rules and the COMEXCEL Privacy Policy. We do not sell or disclose CPNI to third parties for marketing purposes without express consent.
Shared Security Responsibilities, Encryption & Access Control
COMEXCEL Obligations: We maintain enterprise physical and network safeguards, including TLS signaling encryption, SRTP voice stream tunnels, AES-256 data storage at rest, and geo-redundant Tier-IV cloud infrastructure.
Customer Obligations: Customer must enforce strong passwords, require multi-factor authentication (MFA) for portal administrators, maintain secure local Wi-Fi/LAN networks, and immediately notify COMEXCEL of suspected credential compromise.
Customer Local Network & Hardware Prerequisites (QoS & SIP)
Voice over IP requires adequate network throughput, low latency (<150ms), minimal jitter (<30ms), and zero packet loss. Customer is responsible for: (a) ensuring sufficient broadband capacity; (b) configuring Quality of Service (QoS) on local firewalls; and (c) disabling SIP Application Layer Gateway (SIP ALG) on local routers to prevent packet corruption. COMEXCEL is not liable for call degradation caused by local ISP or internal network bottlenecks.
Service Availability, 99.999% SLA & Maintenance Protocols
COMEXCEL targets 99.999% platform availability across its geo-redundant carrier core. Platform availability excludes scheduled maintenance windows (conducted during off-peak hours with prior notice), emergency security updates, local customer ISP failures, and force majeure events. Service credits for qualified outages are governed by the COMEXCEL Service Level Agreement.
Toll Fraud Prevention, Traffic Abuse & Service Suspension
Customer is strictly responsible for preventing unauthorized use of provisioned PBX extensions and SIP trunks. All call charges resulting from compromised customer credentials, weak SIP passwords, or internal network breaches remain the Customer’s legal financial responsibility. COMEXCEL reserves the right to immediately suspend accounts exhibiting malicious activity, illegal robocalling, toll fraud surges, or severe billing defaults.
Warranties, Disclaimers & Limitation of Liability
EXCEPT AS EXPRESSLY STATED HEREIN, COMEXCEL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMEXCEL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL COMEXCEL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION). COMEXCEL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMEXCEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Term & Renewal: Subscriptions renew automatically on a month-to-month basis unless canceled thirty (30) days prior to the next billing cycle.
Termination for Cause: Either party may terminate this Agreement immediately if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of written notice.
Dispute Resolution & Governing Law: This Agreement is governed by the laws of the State of Florida, United States, without regard to conflict of law principles. Any dispute shall be resolved through binding individual arbitration conducted under the American Arbitration Association (AAA) commercial rules, and both parties waive any right to participate in class actions.
Mailing Address: COMEXCEL Legal Department, 2800 Marina Mile Blvd, Suite 118, Fort Lauderdale, FL 33312
Frequently Asked Questions (FAQ)
What is the standard contract term and billing cycle?
COMEXCEL business services operate on flexible month-to-month subscriptions or multi-year enterprise agreements, billed in advance on a recurring monthly schedule per provisioned user seat as detailed in your executed Order Form or official Pricing Schedule.
Is there a charge to port existing business phone numbers to COMEXCEL?
No. COMEXCEL provides 100% free inbound number porting for standard local DIDs and toll-free numbers, coordinating the seamless transfer with your previous carrier upon receipt of a valid Letter of Authorization (LOA).
How does COMEXCEL calculate and guarantee platform availability?
COMEXCEL targets a carrier-grade 99.999% platform availability across geo-redundant Tier-IV cloud clusters, covering core voice routing and PBX signaling while excluding scheduled maintenance windows and local customer ISP outages.
Who is legally responsible for call recording consent compliance?
The customer maintains sole legal responsibility for determining one-party or all-party consent statutory requirements across operating jurisdictions and configuring required automated audio warning prompts or audible beeps prior to recording conversations.
What happens if my business network experiences an internet or power outage?
Because VoIP operates over broadband IP networks, emergency calling and desk phone operations will cease unless supported by uninterruptible battery backups (UPS) and automated secondary LTE/5G broadband failover systems.
Are outbound commercial text messages subject to 10DLC registration fees and rules?
Yes. All business SMS/MMS traffic must be registered with The Campaign Registry (TCR) under CTIA guidelines, maintain documented opt-in consent records, and support immediate automated opt-out keywords like STOP.
Who is responsible for toll fraud charges if an internal extension is compromised?
The customer is solely responsible for securing PBX administrator logins, SIP extension passwords, and local networks; all calling charges resulting from compromised credentials remain the customer’s legal financial responsibility.
Does COMEXCEL use customer call recordings or data to train public AI models?
No. Voice audio, meeting transcripts, and AI-generated call summaries are processed exclusively for your private account and are never used to train public foundation models or shared across multi-tenant boundaries.
Need Legal, Contract, or Billing Assistance?
Our legal and commercial billing teams are available to assist enterprise clients, IT teams, and PBX administrators with Master Service Agreements, Order Form adjustments, and regulatory compliance inquiries.
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