ORIGEN – DETAILED TERMS AND CONDITIONS


These Terms and Conditions ("Terms") govern all products and services provided by Origen ("Origen", "we", "us", or "our") to any customer ("Customer", "you", or "your"). These Terms apply to, and are incorporated by reference into, all contracts, service orders, statements of work (SOWs), proposals, quotations, purchase orders, and agreements entered into between Origen and the Customer.


By executing any agreement with Origen, issuing a purchase order, or using any Origen products or services, the Customer confirms that it has read, understood, and agreed to be legally bound by these Terms.


1. Scope of Application


1.1 These Terms apply to all current and future services and products provided by Origen, whether delivered directly or through third parties, including but not limited to:

  • Voice over IP (VoIP), cloud telephony, SIP, and related voice services
  • Internet access, connectivity, bandwidth, and networking services
  • IT consulting, advisory services, managed services, and project-based engagements
  • Custom software development, applications, integrations, automation, and professional services
  • Hardware, equipment, licenses, subscriptions, and third-party software or products


1.2 Unless expressly agreed otherwise in writing and signed by an authorized officer of Origen, these Terms govern all services and supersede any customer terms.


2. Master Agreement and Order of Precedence


2.1 These Terms constitute the master agreement between Origen and the Customer.


2.2 In the event of conflict, the following order of precedence applies:

  • These Terms
  • The applicable agreement or SOW (only if it expressly overrides these Terms)
  • Any order form or proposal
  • Any customer purchase order or terms (which are expressly rejected)


3. Term, Commitment, and No Customer Termination for Convenience


3.1 Services shall be provided for the term specified in the applicable agreement (the "Term").


3.2 Customer is fully committed for the entire Term and expressly waives any right to terminate services for convenience or business reasons.


3.3 Customer may not terminate services prior to expiration of the Term except where Origen provides prior written consent.


4. Termination Rights


4.1 Termination for Convenience by Origen

Origen may terminate any service or agreement, in whole or in part, at any time and for convenience, at its sole discretion, with or without notice. Such termination may be exercised for business, commercial, operational, supplier, regulatory, technical, financial, or strategic reasons.

Termination by Origen under this Section is a contractual right and shall not constitute a breach, repudiation, or failure to perform. Customer irrevocably waives any claims for damages, lost profits, costs, or compensation arising from such termination.


4.2 Termination for Cause by Origen

Origen may immediately suspend or terminate services upon Customer breach, including but not limited to non-payment, misuse, violation of law, security risk, or violation of these Terms.


4.3 Effect of Termination

Upon termination, all outstanding amounts become immediately due and payable. Sections intended to survive termination shall survive.


5. Early Termination, Cancellation, and Exit Fees


5.1 If Customer terminates, cancels, suspends, repudiates, or otherwise causes services to end prior to expiration of the Term, Customer shall immediately pay, as liquidated damages and not a penalty:

  • 100% of all remaining recurring fees for the remainder of the Term;
  • All outstanding invoices, usage charges, and accrued fees;
  • All non-recurring, installation, provisioning, or onboarding costs;
  • Any third-party, supplier, carrier, licensing, or termination charges incurred by Origen;
  • The full replacement value of any equipment not returned in acceptable condition.


5.2 The parties acknowledge that these fees represent a reasonable estimate of Origen's damages and that actual damages would be difficult to calculate.


5.3 Origen may deduct amounts owed from any deposits, credits, or prepaid amounts.


6. Compliance with Laws


Customer shall comply with all applicable laws, regulations, and governmental requirements in connection with its use of the Services, including without limitation telecommunications, data protection, privacy, export control, and consumer protection laws. Customer is solely responsible for determining whether the Services are suitable for its intended use and for ensuring that its use of the Services complies with all applicable laws. Origen shall have no responsibility or liability for Customer's failure to comply with any applicable law or regulation.


7. Limitation of Time to Bring Claims


Any claim, action, or proceeding arising out of or relating to the Services or these Terms must be commenced within twelve (12) months after the event giving rise to such claim, or such claim shall be permanently barred.


8. Warranty Disclaimer


EXCEPT AS EXPRESSLY SET FORTH IN WRITING BY ORIGEN, ALL SERVICES, PRODUCTS, SOFTWARE, AND EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." ORIGEN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET CUSTOMER REQUIREMENTS.


9. Subcontracting and Third-Party Use


Origen may subcontract, delegate, or otherwise utilize third parties, including affiliates, carriers, cloud providers, and service partners, to perform any portion of the Services. Origen remains responsible for the performance of Services as expressly stated in these Terms, but shall not be liable for failures or delays caused by third-party providers outside of Origen's reasonable control.


10. Assignment


Customer may not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of Origen, which shall not be unreasonably withheld. Origen may assign these Terms, in whole or in part, without Customer consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any unauthorized assignment by Customer shall be null and void.


11. Suspension of Services


Origen may suspend any or all Services, in whole or in part, immediately and without liability, if Origen reasonably determines that:

(a) Customer has failed to pay any undisputed amounts when due;

(b) Customer's use of the Services poses a security risk, legal risk, or operational risk;

(c) Customer is using the Services in violation of these Terms or applicable law; or

(d) Suspension is required by law, regulation, or a governmental authority.

Suspension shall not relieve Customer of its payment obligations and shall not constitute termination unless expressly stated by Origen.


12. Pricing, Invoicing, and Payment


12.1 All fees are exclusive of taxes, duties, or governmental charges.


12.2 Origen may adjust pricing during the Term due to:

  • Increases in third-party supplier, carrier, or licensing costs
  • Regulatory, governmental, or tax changes
  • Currency exchange fluctuations
  • Infrastructure, security, or operational cost increases


12.3 Continued use of services after notice constitutes acceptance of revised pricing.


12.4 Failure to pay may result in suspension or termination without liability.


13. VoIP Services – Fair Use, Abuse, and Limitations


13.1 VoIP services are subject to a Fair Usage Policy intended for standard business communications.


13.2 Prohibited usage includes, without limitation:

  • Call centers, predictive dialers, auto-dialing, robocalling, or mass outbound calling
  • Abnormal or excessive usage inconsistent with typical business use
  • Fraudulent, unlawful, or spam communications


13.3 Origen may monitor usage and may throttle, suspend, or terminate services for misuse without notice.


13.4 VoIP services depend on internet connectivity, power, and third-party carriers. Origen does not guarantee call quality, availability, or continuity.


14. Emergency Calling Disclaimer


VoIP services may not support traditional or enhanced emergency calling (including 911). Service may be unavailable during outages or failures. Customer assumes all risks related to emergency calling and releases Origen from any related liability.


15. Internet and Connectivity Services


15.1 Internet services are provided on a best-effort basis unless an SLA is expressly agreed in writing.


15.2 Origen does not guarantee uptime, speed, bandwidth, latency, routing, or availability.


15.3 Origen is not responsible for outages caused by upstream providers, government actions, force majeure, or customer equipment.


16. IT Consulting, Managed Services, and Projects


16.1 Origen shall perform services using commercially reasonable efforts.


16.2 Timelines, milestones, and deliverables are estimates unless expressly guaranteed.


16.3 Customer cooperation is required; delays caused by Customer or third parties extend timelines.


16.4 Any work outside scope requires a written change order and additional fees.


17. Custom Development, Software, and Applications


17.1 Custom development is provided on a best-effort basis.


17.2 Origen does not warrant that software will be error-free, uninterrupted, or secure.


17.3 Unless otherwise agreed, Origen retains all intellectual property rights. Upon full payment, Customer receives a limited, non-exclusive, non-transferable license for internal use only.


17.4 Origen is not responsible for third-party integrations, APIs, or compliance obligations of Customer.


18. Equipment, Hardware, and Third-Party Products


18.1 Risk of loss passes to Customer upon delivery.


18.2 Manufacturer warranties apply, if any, in lieu of Origen warranties.


18.3 Origen disclaims liability for defects, compatibility issues, or data loss.


19. Confidentiality and Data


19.1 Each party shall protect confidential information using reasonable care.


19.2 Origen may process Customer data solely to provide services.


19.3 Customer remains responsible for data security, backups, and compliance.


20. Limitation of Liability


20.1 To the maximum extent permitted by law, Origen's total liability shall not exceed the fees paid by Customer to Origen in the three (3) months preceding the event giving rise to the claim.


20.2 Origen shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, or business.


21. Indemnification


Customer shall indemnify, defend, and hold harmless Origen from all claims, damages, fines, or losses arising from Customer's use of services, violation of law, or breach of these Terms.


22. Force Majeure


Origen shall not be liable for failure or delay caused by events beyond its reasonable control.


23. Governing Law and Jurisdiction


These Terms shall be governed by the laws of the United States or Canada, as applicable, without regard to conflict-of-law rules.


24. Amendments


Origen may amend these Terms at any time by posting updated Terms on its website. Continued use constitutes acceptance.


25. Entire Agreement


These Terms constitute the entire agreement regarding their subject matter and supersede all prior agreements or representations.