Global Business Terms and Conditions: Summary and FAQ
(Posted December 2, 2016)
On December 2, 2016, we posted an updated version of our 8x8, Inc. Business Terms and Conditions to https://www.8x8.com/terms-and-conditions. These updated Business Terms will start to take effect for new customers on January 1, 2017 and for existing customers on the date of their first service renewal on or after January 1, 2017. This document includes some background information and additional detail regarding the implementation of the updated Business Terms. In addition, we have included a summary of some of the key changes relative to the prior version.
DISCLAIMER: The information in this document is intended for reference only. The statements in this document are non-binding and shall not supersede, supplement, qualify or affect the Business Terms in any way. The summaries below are not intended to be comprehensive, and our customers are encouraged to read the updated 8x8, Inc. Business Terms and Conditions in full.
1. What are the new Business Terms?
We have posted an updated version of our 8x8, Inc. Business Terms and Conditions to https://www.8x8.com/terms-and-conditions below the heading “Business Terms and Conditions (January 2017).”
Once they become effective for a customer, these updated Business Terms will apply to all of the services and equipment ordered by that customer from 8x8, Inc. They will replace the prior version of the Business Terms and Conditions (dated May 1, 2015), which is available at https://www.8x8.com/terms-and-conditions/business-terms. They will also replace the prior version of the Business Terms and Conditions applicable to customers in Australia, which is available at https://www.8x8.com/terms-and-conditions/business-terms-australia.
Customers in the UK and elsewhere who order services from Voicenet Solutions Ltd. t/a 8x8 Solutions will continue to be subject to the separate terms and conditions for 8x8 Solutions, which are available at https://www.8x8.com/uk/terms-and-conditions.
2. There are several documents posted under “Business Terms and Conditions” – which of these is the new Business Terms?
The updated Business Terms consist of a main set of terms and conditions that we call the “Global Terms” and four annexes. One of the annexes includes a set of documents that we call the “Regional Supplements.” Each Regional Supplement provides additional terms and conditions for services provided by 8x8 to the customer in the region indicated by the name of the Regional Supplement. A Regional Supplement is only relevant to a particular customer to the extent that the customer intends to access or use services in that region. The Global Terms, however, apply to all customers of 8x8, Inc., regardless of where the customer is located or intends to use the services.
All of these documents, when taken together, constitute the new “Business Terms and Conditions.”
3. Why are these documents posted separately?
Several of the annexes include provisions that pertain only to specific services or service plans and, unlike the Global Terms, are not generally applicable to all of our services or all of our customers. Each Regional Supplement, for example, is applicable to a customer’s services only if the customer has ordered services for that region or intends to use them there. So, most of our customers will not need to review (or print) all of these documents in order to under the terms and conditions of their services.
However, for ease of reference, we have posted a consolidated version that does include the Global Terms and all annexes, including each of the Regional Supplements – this is a complete version of the Business Terms and Conditions.
In addition, we have posted abbreviated versions of the Business Terms and Conditions that are intended for customers who plan to use our services only in (as applicable) the United States, Canada or Australia, respectively. These versions omit Regional Supplements for all regions other than the region indicated in the document name.
4. Why are you making these changes?
As we expand our global services, we need a flexible and scalable approach to contracting for services provided in countries outside the United States. This is the reason our current Business Terms include a set of Global Terms applicable to all customers, regardless of location, and a set of Regional Supplements that pertain only to specific countries or regions.
We have also tried to add clarity around a few concepts that were omitted, or not addressed in detail, in the current Business Terms. As we continue to expand our service offering, we want to ensure that both 8x8 and our customers have a clear understanding of each party’s rights and responsibilities.
Lastly, we have sought to make our terms more balanced as between 8x8 and the customer. To this end, we have added new contractual obligations for 8x8 and new remedies for the customer, and have made a number of provisions mutual that previously benefited only 8x8.
5. Will this change my service in any way?
Your service (including the features and pricing of your current service plan) will not change in connection with the effectiveness of these new Business Terms, nor will there will be any change in the billing, payment, customer support or other day-to-day administrative aspects of the services.
Once these new Business Terms are effective and start to apply to your services, there will be changes to the terms of your service contract with 8x8. Some of the key changes are summarized in the “Summary of Key Changes” section below.
6. When are the new Terms effective?
New Customers: The new Business Terms will apply to new customers starting on January 1, 2017. In other words, a customer who places its first service order on or after January 1, 2017 will be subject to the new Business Terms.
Existing Customers: The new Business Terms will to apply to our existing customers (with respect to their previously ordered services as well as any future orders) on the date of their first renewal of service that occurs on or after January 1, 2017. As a result, the updated Business Terms will become effective on different dates for different customers, depending on the expiration date of the customer’s current service term (i.e., current as of January 1, 2017). An existing customer may also “opt in” to the new Business Terms at any time (before they would otherwise become effective) by sending notice to email@example.com.
7. How would that work for customers who have recently signed long-term contracts?
Unless the customer opts-in to the new Business Terms, the current Business Terms (dated May 1, 2015) will continue to apply until the end of the customer’s current terms of service, regardless of when that may be.
Example: A customer who first ordered services on August 15, 2016 for a 36-month term will continue to be subject to the current Business Terms and Conditions (dated May 1, 2015) until the last day of that service term, i.e., August 14, 2019. If that customer orders additional services on February 15, 2017, those additional services will likewise be subject to the current Business Terms until August 14, 2019. Unless the customer terminates service at the end of their current service term, the new Business Terms will start to apply to all of the customer’s then-active services on August 15, 2019.
We encourage existing customers to review and carefully consider whether they wish to opt-in to the new Business Terms before they would otherwise apply to your services, particularly customers who have service locations outside the United States, as the new Business Terms may be better suited for your services.
8. What if my Service Agreement includes provisions that amended or supplemented 8x8’s standard Business Terms and Conditions, as in effect at the time I entered into my Service Agreement?
Unless you and 8x8 agree otherwise, those amendments and supplemental terms will carry over and continue to apply to the updated Business Terms once they take effect.
Although many of the provisions of the current Business Terms have been reorganized in the new Business Terms (thereby changing the section numbering), and the language within a particular provision may have been modified, those amendments and supplemental terms, when applied to these updated Business Terms, will be interpreted in a manner that gives effect to the parties’ original intent.
9. Do I have the right to terminate my service early as the result of these new Terms?
As noted above, the new Business Terms will not apply until the end of your current service term (i.e., current as of January 1, 2017). Accordingly, the terms of your service contract will not be amended while you are in the middle of your initial service term or a renewal term (whatever the case may be). If you have concerns with the new Business Terms and do not wish to continue services under these updated terms, you may give notice of non-renewal in accordance with Section 4.2 of the current Business Terms, in which case your service will end on the last day of your current service term and will never be subject to the new Business Terms.
10. Do I have to do anything now?
You do not have to take any action. The new Business Terms will take effect automatically if and when your service renews, as described above.
11. What about the notice and objection procedures under Section 20 of the current Business Terms?
Section 20 of the current Business Terms sets forth a procedure for 8x8 to provide notice of changes to the Business Terms and for a customer to terminate its services, in the event those changes would reasonably be expected to be materially adverse to the customer.
We believe that the changes in the updated Business Terms will, on balance, benefit our customers. In any event the changes will not have any impact on a customer until they become effective for that customer, and the customer will have the opportunity to give notice of non-renewal prior to that time. Accordingly, we do not believe the procedures called for under Section 20 will be triggered by this update.
Summary of Key Changes
|Section Changed||Summary of Changes||Section of New Terms||Section of Prior Terms|
|Billing and Payment||We have added a default payment term of Net 15 for customers on invoice billing||3.3||10.1|
|Service Fee Rate Increases||We have placed a limit on the extent to which we may increase Service Fee pricing during any Renewal Term.||3.7||10.8|
|Termination||We have removed the right of 8x8 to terminate services for convenience. We have also added (1) mutual termination rights in connection with the other party’s material breach, (2) mutual termination rights in connection with the other party’s bankruptcy and (3) a termination right for 8x8 where necessary for compliance with law.||5||5|
|Unsupported Devices||We added a clarification that the customer is responsible for any devices not supported by 8x8 in connection with the services.||6.5||N/A|
|Confidentiality||We added a set of mutual confidentiality requirements relating to 8x8’s and the customer’s confidential information.||7||22|
|Data Protection and Security||We have added a covenant of 8x8 to maintain safeguards in relation to Customer Data.||8.2||22|
|Customer Data||We added more clarity regarding 8x8’s rights with respect to certain data related to the customer’s use of the services.||8.3||9|
|Data Storage||We have added a section to clarify that our services are not intended for long-term data storage.||8.4||N/A|
|Non-8x8 Applications||We added a clarification that 8x8 shall not be responsible for, and makes no warranties regarding, third-party applications that interoperate with the services.||9.6||N/A|
|Customizations||We added for clarification the terms and conditions that apply to any customization of our services for customer.||9.7||N/A|
|Beta Services||We added for clarification the terms and conditions that apply in the event that 8x8 makes any beta services available to customers.||9.8||N/A|
|Change in Terms||We added the requirement that 8x8 provide advance notice and certain opt-out rights to customers for significant changes to the terms.||11.2||20|
|Representations and Warranties||We have added a few mutual representations and warranties, and additional warranties for each party.||13.1, 13.3||27, 28|
|Indemnification||We have narrowed the scope of the indemnification provided by the customer.We have also added an indemnification obligation for 8x8 in respect of third-party infringement claims, and related procedures.||14.1, 14.2, 14.3||26|
|Use Restrictions||We have moved the use restrictions to a separate annex. We have relaxed some restrictions and added others that are typical for our industry||Annex 1||15 – 19|
|Service-Specific Terms||We have moved terms that are specific to particular services (such as faxing, texting and quality management services) to a separate annex.||Annex 2||7.2|
|Fees and Charges||We have moved provisions that address some of our fees and charges to a separate annex.||Annex 3||10.6, 10.7(C), 11|