These Unified Billing & Service Management Terms (the “UBSM Terms”) govern the unified billing, consolidated invoicing, billing aggregation, invoice validation, vendor-bill management, payment remittance, and service lifecycle management services (the “UBSM Services” or “Services”) provided by Arrow Networks, LLC (“Arrow”) to the customer (“Customer”) identified on the applicable order or service order form (the “Order”). These UBSM Terms are incorporated into the Order and supplement Arrow’s Standard Terms & Conditions. In the event of a conflict between these UBSM Terms and the Standard Terms with respect to the UBSM Services, these UBSM Terms control.
1. Scope, Onboarding & Acceptance
1.1 UBSM Services. Arrow will provide the UBSM Services for all services identified on the scope of work attached to or referenced by the Order (the “SOW”), whether provided by Arrow directly, resold by Arrow, or provided by a third-party carrier, supplier, or service provider (each an “Underlying Provider” or “Vendor”) and rebilled by Arrow (collectively, the “Managed Services”). The third-party Managed Services that Arrow ingests, validates, and rebills under these UBSM Terms and that are subject to Arrow’s limited agency are the “In-Scope Services.” Arrow re-presents the total amount billed by Underlying Providers for the In-Scope Services (the “Aggregated Charges”), together with Arrow-provided services, on a single, unified invoice (the “Consolidated Invoice”). The UBSM Services are administrative, financial, and management in nature; except for services Arrow provides or resells in its own right, Arrow does not provide, operate, or warrant the underlying services that generate the Aggregated Charges.
1.2 Onboarding & SOW. Following execution of the Order, the parties will conduct discovery to establish the SOW. Customer will provide, and is responsible for the accuracy and completeness of, all account numbers, service identifiers, locations, billing-telephone numbers, circuit identifiers, current charges, contract terms and expiration dates, early termination exposure, and other information reasonably required to onboard and manage the Managed Services. Arrow may rely on Customer-provided information without independent verification.
1.3 Right to Decline. Arrow may decline to onboard, aggregate, rebill, or manage any service, account, or Vendor, and may remove any service from scope, for any reason, including where required authorizations are not obtained, where a Vendor will not cooperate, or where the arrangement would be commercially or operationally impractical. Arrow will use commercially reasonable efforts to notify Customer of any such declination or removal.
1.4 Effectiveness. Management and aggregation of a given service is not effective, and Arrow assumes no responsibility for the billing or management of that service, until the SOW reflects the service, the applicable Letter of Agency and Authorization and any vendor authorization are in place, and Arrow has confirmed onboarding of that service. Until effectiveness, Customer remains solely responsible for managing and paying the Vendor directly.
2. Authorization; Limited Agency
2.1 Appointment. Customer appoints Arrow as its limited agent for the In-Scope Services and will execute Arrow’s Letter of Agency and Authorization (the “LOA”) and any vendor-specific authorization reasonably required. The LOA governs the scope of Arrow’s agency authority with Underlying Providers. Consistent with the LOA, and with respect to the In-Scope Services, Arrow is authorized to obtain customer service records, invoices, usage, and contract information; communicate with and submit orders to Underlying Providers; manage service terms, renewals, and expirations; coordinate and effect disconnections in connection with a permitted Proactive Substitution or an approved change to scope; and remit payment to Underlying Providers for funded, in-scope charges as described in Section 7.
2.2 Disbursing Agent. Arrow acts as a disbursing agent for remittances to Underlying Providers and is not a guarantor of, and assumes no independent obligation for, Customer’s payment obligations to any Vendor.
2.3 No Assumption of Underlying Agreements. Except where expressly agreed in a separate writing accepted by the Vendor, Arrow does not assume, and does not become a party to, any contract, tariff, or terms of service between Customer and an Underlying Provider (an “Underlying Agreement”). Customer remains the customer of record and the contracting party with each Vendor unless and until a service is converted to an Arrow-provided service.
3. Customer Responsibilities
3.1 Information & Cooperation. Customer will provide timely, accurate, and complete information and authorizations and will promptly notify Arrow of changes affecting the Managed Services, including any new or disconnected services, location changes, or Vendor changes. Arrow’s performance is excused to the extent impaired by Customer’s failure to do so or by inaccurate or incomplete information provided by Customer.
3.2 Underlying Obligations Remain Customer’s. Customer remains responsible for all obligations under each Underlying Agreement, including service term commitments, minimum-usage commitments, renewals and auto-renewals, early termination fees, equipment-return obligations, and compliance with Vendor terms, except to the extent expressly assumed by Arrow in writing or addressed through a Proactive Substitution. Arrow’s provision of the UBSM Services does not relieve Customer of, or transfer to Arrow, any such obligation.
3.3 Authority. Customer represents and warrants that each individual executing the Order, the LOA, and any authorization has full authority to bind Customer; that all information Customer provides to Arrow or to Vendors through Arrow is true, complete, and not misleading; and that Customer has the right to authorize Arrow to act with respect to the Managed Services.
4. Underlying Provider Services
4.1 Arrow as Biller, Not Provider. For Aggregated Charges, Arrow acts as a consolidating biller and managing agent and not as the provider of the underlying service. The provisioning, performance, availability, quality, support, and service levels of the In-Scope Services are governed by, and are the responsibility of, the applicable Underlying Provider under the Underlying Agreement. Any service-level commitments, credits, or remedies are those of the Vendor and run to the customer of record.
4.2 Third-Party Terms. Use of In-Scope Services remains subject to the applicable Vendor’s terms, conditions, acceptable use policies, and tariffs. Arrow will not accept new or materially changed Vendor terms on Customer’s behalf without first providing them to Customer and obtaining Customer’s consent, except for ministerial confirmations necessary to maintain existing In-Scope Services or as permitted under Section 9.3.
4.3 No Endorsement. Arrow’s aggregation of a Vendor’s charges is not an endorsement or warranty of that Vendor or its services.
5. Consolidated Invoicing
5.1 Single Invoice. Arrow will issue a monthly Consolidated Invoice presenting Aggregated Charges, Arrow-provided or Arrow-resold services, and the fees set forth in Section 6. Arrow may present charges in summary or itemized form, and supporting detail will be made available on request. Charges may be organized by billing grouping configured on the Consolidated Invoice at Customer’s election, whether corresponding to a site, location, division, department, or cost center (each a “Billing Node”), in accordance with the structure reflected on the SOW.
5.2 Validation. Arrow will apply commercially reasonable efforts to validate Aggregated Charges against the SOW and the expected charges before re-presentation. Validation is a reasonableness review and does not constitute an audit, optimization, or recovery service, and is not a guarantee that every Vendor charge is accurate. Disputes are governed by Section 8.
5.3 Billing Timing. The Consolidated Invoice is issued in advance as set forth in Section 7. Because invoicing depends on Vendor billing cycles and data availability, Aggregated Charges may be estimated and trued up as provided in Section 7.
5.4 Cutover. During onboarding and transition, certain charges may continue to be billed by a Vendor directly until aggregation of the applicable service is effective, and Customer remains responsible for charges billed directly by a Vendor prior to such effectiveness.
6. Fees & Pass-Through
6.1 Fees. Customer will pay, for the UBSM Services with respect to the In-Scope Services, the Managed Service Fee, the Per-Service Fee, and the Per-Node Fee at the rates set forth on the Order. The “Managed Service Fee” is a percentage of the total amount billed and paid by Arrow on Customer’s behalf for the In-Scope Services for the applicable monthly billing period, determined by the total amount due on each underlying invoice regardless of its components. The “Per-Service Fee” is a fixed monthly charge per In-Scope Service. The “Per-Node Fee” is a fixed monthly charge per Billing Node. The Per-Service Fee and Per-Node Fee are billed in addition to the Managed Service Fee. Customer will also pay any one-time non-recurring charges (“NRC”) assessed per In-Scope Service and per Billing Node at onboarding, and any other additional or one-time fees, each at the rates set forth on the Order.
6.2 Pass-Through. Vendor Rate Changes. Aggregated Charges are billed at the Underlying Provider’s charges for the In-Scope Services, in addition to the fees in Section 6.1. Vendor rates and charges are set by the Underlying Provider and may change, and such changes are passed through to the Consolidated Invoice. Arrow is not responsible for Vendor rate changes and does not warrant any Vendor pricing.
6.3 Conversion Reduction. Upon conversion of an In-Scope Service to an Arrow-provided service under Section 9, the Per-Service Fee and the Managed Service Fee applicable to that service cease as of the conversion, and the service is thereafter billed under Arrow’s applicable service-specific terms. The Per-Node Fee is assessed on the number of Billing Nodes then configured and adjusts as Billing Nodes are added or removed.
6.4 Fee Independence. Except as expressly provided, the fees are earned upon performance of the UBSM Services and are not contingent on Customer’s recovery of any Vendor billing dispute or on the performance of any Vendor.
7. Billing, Payment & Prepaid Position
7.1 Advance Billing; Prepaid Cycle. Customer will at all times maintain one (1) full monthly billing cycle paid in advance. To establish the prepaid position upon onboarding, Arrow will: (a) determine a baseline monthly charge for each In-Scope Service from the Underlying Providers’ invoices for the two (2) most recent monthly billing cycles; (b) issue an initial Consolidated Invoice, payable net fifteen (15) days, for the first service month prior to its commencement; and (c) issue a subsequent Consolidated Invoice for the next service month, thereby establishing the one-cycle prepaid position. Thereafter, Arrow will issue the Consolidated Invoice monthly, in advance of the service month to which it relates.
7.2 Invoice Composition; Estimates & True-Up. Each Consolidated Invoice presents, for the applicable service month: (a) the estimated Aggregated Charges, based on the baseline and the most recent actual charges; (b) the Managed Service Fee; and (c) the Per-Service Fee and Per-Node Fee; together with a reconciliation adjusting previously estimated Aggregated Charges, and the corresponding Managed Service Fee, to actual charges. Estimated amounts are trued up to actual charges on the following Consolidated Invoice.
7.3 Payment Terms. Each Consolidated Invoice is due and payable net fifteen (15) days from the invoice date by ACH, check, or wire transfer. Arrow may charge a fee for credit-card payments. Customer’s obligation to pay the Consolidated Invoice is independent and is not contingent on any dispute with a Vendor, subject to Section 8.
7.4 Remittance; No Obligation to Advance. Arrow remits funded amounts to Underlying Providers for In-Scope Services from amounts paid by Customer. Arrow is not obligated to advance, finance, or front any Vendor charge for which it has not received cleared funds. If Customer fails to maintain the prepaid position, Arrow may withhold remittance of, and is not responsible for Vendor consequences relating to, the affected charges.
7.5 Late Payment; Vendor Consequences. If Customer fails to pay an undisputed amount when due, Arrow may, after providing the notice and cure opportunity in the Standard Terms: (a) charge interest at one and one-half percent (1.5%) per month, or the maximum permitted by law, on undisputed past-due amounts; (b) decline to remit affected Vendor charges; and (c) suspend the UBSM Services or remove affected services from scope. Arrow is not responsible for late fees, interest, suspension, disconnection, reconnection charges, or other Vendor-imposed consequences arising from Customer’s failure to pay or to maintain the prepaid position, and Customer remains responsible to the Vendor for such amounts and consequences.
7.6 Application of Funds. Arrow may apply amounts received from Customer first to undisputed fees and then to funded Aggregated Charges, or as otherwise reasonably determined by Arrow and disclosed to Customer.
7.7 Reconciliation on Termination. Upon termination, Arrow will reconcile the account and refund to Customer any prepaid amounts attributable to In-Scope Services not rendered, net of amounts owed to Arrow.
8. Billing Disputes & Adjustments
8.1 No Proactive Audit or Dispute; Pass-Through of Fluctuations. Arrow does not proactively audit, optimize, or dispute Underlying Provider charges. Fluctuations in Vendor charges or fees on the In-Scope Services, including changes initiated by Customer or Customer’s authorized personnel directly with a Vendor, are passed through and paid as billed.
8.2 Customer-Requested Disputes. Upon Customer’s request, Arrow will, as part of the UBSM Services and without a separate contingency or recovery fee, facilitate a billing dispute with the applicable Vendor on Customer’s behalf. Recovery of any disputed amount is subject to the Vendor’s policies and is not guaranteed by Arrow. Credits are passed through to Customer if, when, and to the extent actually received from the Vendor.
8.3 Arrow-Caused Errors. Notwithstanding Section 8.1, Arrow is responsible, at its own cost, for billing errors to the extent caused by Arrow’s own actions on an account, including a charge that continues after a disconnect or change order that Arrow submitted and the Vendor failed to implement. Arrow will pursue correction of such errors with the Vendor and will not pass through to Customer the charges attributable to such Arrow-caused errors.
8.4 Disputes of Arrow Charges. Customer may dispute an Arrow fee in good faith by written notice within the period stated in the Standard Terms, specifying the nature and amount in dispute. Customer must timely pay all undisputed amounts. Arrow will investigate and use commercially reasonable efforts to resolve disputes promptly and will credit any amount determined to be owed to Customer on a subsequent invoice.
8.5 Reconciliation. The parties will reconcile estimated versus actual charges and any Vendor credits or adjustments in the ordinary course on subsequent Consolidated Invoices.
9. Account Management, Scope Changes & Service Substitution
9.1 Full Account & Service Management. Customer engages Arrow to provide full billing, account, and service management for all Managed Services identified on the SOW. Arrow is responsible for managing the Managed Services and the associated Underlying Provider relationships, including ingesting and validating vendor invoices; serving as single point of contact; coordinating moves, adds, changes, and disconnects; managing service terms, renewals, and expirations; and facilitating and coordinating the installation of Arrow-provided or Arrow-sourced services that replace, convert, or succeed a Managed Service (each an “Incoming Service”) and the corresponding disconnection of the service so replaced (a “Replaced Service”). Arrow will perform these responsibilities in a professional and workmanlike manner using commercially reasonable efforts. Except for services Arrow provides or resells in its own right, Arrow manages the Managed Services as Customer’s limited agent and does not thereby become the owner of, or a party to, any Underlying Agreement unless expressly assigned and accepted in writing.
9.2 Changes to Scope; Mutual Approval. Except for Proactive Substitutions permitted under Section 9.3, any change or addition to the SOW, including the addition, removal, conversion, or substitution of any Managed Service or the inclusion of any Incoming Service, requires the express written approval of both parties. Customer-requested additions or changes are subject to Arrow’s acceptance, and Arrow may decline to accept, onboard, manage, or rebill any service, including any non-Arrow service or any service of an Underlying Provider with which Arrow has no relationship, or any change to scope, for any reason. Arrow’s agreement to manage a service is effective only upon Arrow’s written acceptance and inclusion of that service on the SOW.
9.3 Proactive Substitution. A “Proactive Substitution” is Arrow’s replacement of a Replaced Service with an Incoming Service without Customer’s prior express written approval. Notwithstanding Section 9.2, Customer authorizes Arrow to effect a Proactive Substitution provided that all of the following conditions are satisfied at the time of substitution:
(a) No early-termination harm — the Replaced Service is out of contract or beyond its minimum commitment, or any early termination charge or unrecovered penalty associated with the Replaced Service is borne or fully offset by Arrow, such that the substitution does not cause Customer to incur any net early termination charge or penalty;
(b) Functional equivalence or improvement — the Incoming Service is functionally equivalent or superior to the Replaced Service in all material respects, including capacity, capability, and service levels;
(c) No cost increase — the total recurring charge payable by Customer for the Incoming Service, inclusive of Arrow’s fees, is equal to or less than the total recurring charge for the Replaced Service immediately prior to substitution; and
(d) No extended commitment — the minimum term or commitment for the Incoming Service does not extend beyond the then-current expiration date of the Order, including any renewal term then in effect.
Any substitution not meeting all of conditions (a) through (d) is a change to scope requiring approval under Section 9.2.
9.4 Substitution Notice; Good Faith; Records. Arrow will provide Customer reasonable written notice of each Proactive Substitution and will maintain records demonstrating satisfaction of Section 9.3, which Arrow will make available to Customer on request and reconcile with Customer no less than annually. Arrow will exercise its rights under this Section 9 in good faith and will not effect a Proactive Substitution that it knows would not satisfy Section 9.3. If a substitution does not satisfy Section 9.3, Customer’s remedy is to require Arrow, at Arrow’s cost, to reverse the substitution or obtain Customer’s approval.
9.5 Effect of Conversion. Upon conversion of a Replaced Service to an Arrow-provided Incoming Service, the Incoming Service is governed by the applicable Arrow service-specific terms, Arrow becomes the provider of record for that service, and the fees in Section 6 are reduced as provided in Section 6.3. The SOW will be updated to reflect the conversion.
10. Term, Termination & Transition-Out
10.1 Term. These UBSM Terms apply for the term stated on the Order, renewing as provided therein or, absent a stated term, continuing on a month-to-month basis terminable on sixty (60) days’ written notice.
10.2 Termination. Either party may terminate for the other party’s uncured material breach following written notice and a reasonable cure period as provided in the Standard Terms. Termination of the UBSM Services does not terminate any Underlying Agreement or relieve Customer of obligations owed to Vendors.
10.3 Transition-Out. Upon termination or removal of a service from scope, Arrow’s authority to act for that service ends, and Customer must promptly resume direct management of, and direct billing relationships with, the affected Vendors, including establishing direct payment. Arrow will provide a final reconciliation, refund any prepaid amounts attributable to services not rendered net of amounts owed, and provide reasonable transition assistance, including delivery of the then-current SOW and account information for transitioned services. Customer is responsible for charges accruing after the transition date and for any Vendor consequences of failing to timely assume direct responsibility. Accrued fees and funded amounts remain payable. Incoming Services converted to Arrow are governed by, and survive under, their applicable Arrow service-specific terms.
11. Confidentiality & Data Protection
11.1 Confidential Information. Each party will protect the other’s Confidential Information with at least a commercially reasonable degree of care and use it only to perform under the Agreement. Customer Proprietary Network Information and Vendor account data will be handled in accordance with applicable law and disclosed only as permitted by law or with consent. Arrow may share Customer information with Vendors and authorized third parties to the extent necessary to perform the UBSM Services.
11.2 Data Accuracy. Arrow relies on data furnished by Customer and Vendors and is not responsible for losses arising from inaccurate, incomplete, or unauthorized information provided to Arrow by Customer or by a Vendor at Customer’s direction.
12. Warranties & Disclaimers
12.1 Limited Warranty. Arrow will perform the UBSM Services in a professional and workmanlike manner using commercially reasonable efforts.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE UBSM SERVICES ARE PROVIDED “AS IS,” AND ARROW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARROW DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, OR QUALITY OF ANY UNDERLYING PROVIDER SERVICE, THE ACCURACY OF ANY VENDOR’S CHARGES, THAT EVERY VENDOR BILLING ERROR WILL BE DETECTED OR RECOVERED, OR THAT ANY SERVICE WILL TRANSFER, ONBOARD, CONVERT, OR REMAIN UNINTERRUPTED.
13. Limitation of Liability
13.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR RELIANCE DAMAGES, OR FOR LOST PROFITS, REVENUES, SAVINGS, OR BUSINESS OPPORTUNITY, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR RELATED TO THE UBSM SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
13.2 Cap. ARROW’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE UBSM SERVICES WILL NOT EXCEED THE TOTAL FEES, EXCLUDING PASS-THROUGH AGGREGATED CHARGES, PAID BY CUSTOMER TO ARROW FOR THE UBSM SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. PASS-THROUGH AGGREGATED CHARGES ARE EXCLUDED FROM ARROW’S LIABILITY CAP AND ARE NOT DAMAGES RECOVERABLE FROM ARROW.
13.3 No Liability for Transfer or Vendor Acts. WITHOUT LIMITING THE FOREGOING, ARROW WILL NOT BE LIABLE FOR: (A) ANY UNDERLYING PROVIDER’S ACTS, OMISSIONS, RATE CHANGES, ERRORS, OUTAGES, SUSPENSION, OR DISCONNECTION; (B) ANY SERVICE FAILING TO TRANSFER, ONBOARD, CONVERT, OR REMAIN IN SCOPE; OR (C) LOSSES RESULTING FROM INACCURATE, INCOMPLETE, OR UNAUTHORIZED INFORMATION PROVIDED TO ARROW BY CUSTOMER OR BY A VENDOR AT CUSTOMER’S DIRECTION.
14. Indemnification
14.1 By Customer. Customer will indemnify, defend, and hold harmless Arrow and its affiliates, officers, directors, employees, agents, and subcontractors from any third-party claim, loss, or damage, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer’s acts or omissions with respect to the Managed Services or any change of billing responsibility; (b) the Managed Services or any Underlying Agreement, including amounts owed to Vendors; (c) inaccurate, incomplete, or unauthorized information provided by Customer; or (d) Customer’s breach of the Agreement, except to the extent resulting from Arrow’s gross negligence or willful misconduct.
14.2 By Arrow. Arrow will indemnify, defend, and hold harmless Customer from any third-party claim, loss, or damage, including reasonable attorneys’ fees, to the extent caused by Arrow’s gross negligence or willful misconduct in performing the UBSM Services.
15. Force Majeure
15.1 Neither party is liable for any delay or failure to perform, other than payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, cyber-attacks, carrier or Vendor failures, network or power outages, labor disputes, governmental action, and severe weather. The affected party will give notice and use reasonable efforts to mitigate.
16. Relationship to Standard Terms; Order of Precedence
16.1 These UBSM Terms are service-specific terms incorporated into the Agreement. With respect to the UBSM Services, the order of precedence is: (a) the Order and any addenda; (b) these UBSM Terms; (c) Arrow’s Standard Terms & Conditions; and (d) any applicable policies. Arrow’s Standard Terms apply to the extent not inconsistent with these UBSM Terms.
17. Miscellaneous
17.1 Assignment. Customer may not assign the Agreement without Arrow’s prior written consent. Arrow may assign or delegate as permitted by the Standard Terms.
17.2 Governing Law; Venue. The Agreement is governed by the laws of the State of Missouri, and the parties submit to the exclusive jurisdiction and venue of the state courts of Greene County, Missouri.
17.3 Notices. Notices will be given as provided in the Standard Terms.
17.4 Entire Agreement. The Agreement, comprising the Order, these UBSM Terms, the LOA, the SOW, and the Standard Terms, is the entire agreement on its subject matter and supersedes prior understandings.
17.5 Severability; Survival. If any provision is unenforceable, the remainder remains in effect. Accrued payment rights, confidentiality, disclaimers, limitations of liability, and indemnities survive termination.