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Wiline Service Agreement Terms and Conditions

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PRIVATE LINE SERVICE LEVEL AGREEMENT

GENERAL TERMS AND CONDITIONS FOR DELIVERY OF SERVICE

These Terms and Conditions for Delivery of Service are applicable to Customer Orders executed by Customer for Services delivered by Level 3 Communications, LLC ("Level 3"), and are incorporated into each Customer Order. The Terms and Conditions include these General Terms and Conditions for Delivery of Service and all terms and conditions attached thereto which relate to any Service provided by Level 3 to Customer. These Terms and Conditions are applicable to sales of Services originating or terminating in the United States.

DEFINITIONS

CONFIDENTIAL INFORMATION: Licensed Software, and all source code, source documentation, inventions, know-how, and ideas, updates and any documentation and information related to the Licensed Software, and any non-public information regarding the business of a party provided to either party by the other party where such information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or where such information is, by its nature, confidential.

COMMITTED DATA RATE:

CUSTOMER:

CUSTOMER ORDER:

FACILITIES: Any and all devices supplied by Level 3 used to deliver Services, including but not limited to all terminal and other equipment, wires, lines, circuits, ports, routers, switches, channel service units, data service units, cabinets, racks, private rooms and the like.

LICENSED SOFTWARE: Computer software, in object code format only, the use of which is required for use of Service ordered by Customer.

PREMISES:

REVENUE COMMITMENT:

SERVICE: A service offered by Level 3 pursuant to a Customer Order.

SPACE:

TARGET INSTALL DATE:

SECTION 1. CUSTOMER ORDERS

1.1 SUBMISSION OF CUSTOMER ORDERS. To order any Service, Customer may submit to Level 3 an order form for Services, completed with Level 3's assistance ("Customer Order") requesting the provision of Service.

1.2 UNDERTAKING OF LEVEL 3. If Level 3 issued a Target Install Date respecting Services, Level 3 will furnish such Services in accordance with the Terms and Conditions and any Customer Orders.

SECTION 2. BILLING AND PAYMENT

2.1 PAYMENT OF BILLS. Monthly billing, advance billing, arrears billing, and interest terms apply as described in the agreement.

2.2 TAXES AND FEES. Customer shall be responsible for payment of applicable taxes, fees, charges, and surcharges.

2.3 REGULATORY AND LEGAL CHANGES. Changes in law or regulation may affect rates and service terms.

2.4 DISPUTED BILLS. Customer must submit any dispute in writing within sixty (60) days of receipt of billing.

2.5 CREDIT APPROVAL AND DEPOSITS. Customer shall provide credit information as requested and may be required to make a deposit.

2.6 FRAUDULENT USE OF SERVICES. Customer is responsible for charges attributable to use of the Services, including unauthorized use in certain circumstances.

SECTION 3. DISCONTINUANCE OF CUSTOMER ORDERS

3.1 DISCONTINUANCE OF CUSTOMER ORDER BY LEVEL 3.

A. Failure to pay past due balance.

B. Violation of law, misrepresentation, fraudulent use, or legal prohibition.

C. Failure to cure breach within thirty (30) days notice.

D. Bankruptcy or involuntary petition issues.

E. Credit limit exceeded without adequate security.

3.2 EFFECT OF DISCONTINUANCE. Applicable termination charges may be assessed.

3.3 RESUMPTION OF SERVICE. Restoration of service is at Level 3's discretion.

3.4 DISCONTINUANCE OF CUSTOMER ORDER BY CUSTOMER. Customer may terminate under specific unavailability conditions.

SECTION 4. DELIVERY OF SERVICES

4.1 LEVEL 3 ACCESS TO PREMISES AND SPACE. Customer shall allow Level 3 access to premises and space as required.

4.2 LEVEL 3 FACILITIES. Customer may not tamper with facilities and may be responsible for repair charges.

4.3 TITLE AND POWER. Title remains with Level 3; electric power responsibilities apply as stated.

4.4 CUSTOMER-PROVIDED EQUIPMENT. Customer-provided equipment remains customer responsibility unless otherwise agreed.

4.5 REMOVAL OF FACILITIES. Facilities may be removed by Level 3 under certain circumstances.

4.6 SERVICE SUBJECT TO AVAILABILITY. Service is subject to ongoing availability and capacity.

SECTION 5. OBLIGATIONS AND LIABILITY LIMITATION

5.1 OBLIGATIONS OF THE CUSTOMER.

A. Payment of all charges applicable to the Service.

B. Damage or loss of Facilities installed on the Premises or in the Space.

C. Providing power, heating, and air conditioning.

D. Providing a safe place to work and complying with laws.

E. Granting Level 3 access to the Premises.

F. Keeping Level 3 facilities free and clear of liens or encumbrances.

5.2 LIABILITY. Liability is limited as described in the agreement.

5.3 NO SPECIAL DAMAGES. No indirect, incidental, special, consequential, exemplary or punitive damages.

5.4 DISCLAIMER OF WARRANTIES. No warranties except as expressly set forth in applicable SLA.

SECTION 6. SOFTWARE TERMS

6.1 LICENSE. Customer may receive a limited license to use Licensed Software as required.

6.2 RESTRICTIONS.

A. Copy Licensed Software except for emergency backup purposes or with written consent.

B. Reverse engineer, decompile, or disassemble the Licensed Software.

C. Sell, lease, license, or sublicense the Licensed Software.

D. Create derivative software based on the Licensed Software.

SECTION 7. CONFIDENTIAL INFORMATION

7.1 DISCLOSURE AND USE. Confidential information shall be kept in strict confidence.

7.2 RESTRICTED USE.

A. Use confidential information only for performance of the Customer Order.

B. Do not make copies except as permitted.

C. Preserve proprietary legends and notices.

7.3 EXCEPTIONS. Certain exceptions apply, including required disclosure by law.

7.4 PUBLICITY. No right to use trademarks or disclose the relationship except as required by law.

7.5 REMEDIES. Equitable relief may be sought to protect interests.

7.6 SURVIVAL. Confidentiality obligations survive termination.

SECTION 8. GENERAL TERMS

8.1 FORCE MAJEURE. Neither party shall be liable for failure of performance due to causes beyond reasonable control.

8.2 ASSIGNMENT OR TRANSFER. Customer may not transfer or assign without prior written consent.

8.3 NOTICES. Notices shall be provided by acceptable delivery methods to the designated addresses.

8.4 INDEMNIFICATION BY LEVEL 3. Level 3 shall indemnify Customer for specified claims.

8.5 INDEMNIFICATION BY CUSTOMER. Customer shall indemnify Level 3 for specified claims.

8.6 APPLICATION OF TARIFFS. Applicable tariffs may govern certain services.

8.7 CONTENTS OF COMMUNICATIONS. Level 3 is not responsible for the content of communications transmitted via the Service.

8.8 ENTIRE UNDERSTANDING. These Terms and Conditions constitute the entire understanding of the parties.

8.9 NO WAIVER. No failure to enforce rights constitutes waiver.

ADDITIONAL TERMS AND CONDITIONS FOR PRIVATE LINE SERVICE

Additional terms apply where Customer orders private line, non-switchable circuits.

Termination charge provisions and service level agreements apply as described in the agreement.

STANDARD SERVICE LEVEL AGREEMENT (SLA)

Service Delivery SLA and Network Performance SLA apply for International / US National Private Line and other services as applicable.

Installation, response time, resolution time, availability, delay, and credit conditions are described in the attached exhibits and tables.

ADDITIONAL TERMS AND CONDITIONS FOR TELEPHONY AND IP COLOCATION

Customer is granted the right to occupy the Space identified in a Customer Order and may be subject to usage, security, insurance, and termination provisions.

ADDITIONAL TERMS AND CONDITIONS FOR DEDICATED, RAPID ACCESS AND DIAL UP INTERNET ACCESS

Internet Access Services are subject to tariffs, acceptable use policies, termination charges, and service level agreements.

ADDITIONAL TERMS AND CONDITIONS FOR MANAGED MODEM - DEDICATED, QUICKSTART AND TRANSIT SERVICES

Managed Modem Services are subject to port provisioning, overage, usage, termination, and SLA terms.

ADDITIONAL TERMS AND CONDITIONS FOR IP CROSSROADS

IP CrossRoads Services are subject to tariffs, termination charges, traffic exchange provisions, and an SLA.

CONTACT / CUSTOMER DETAILS

Customer Name:

Company:

Email:

Phone:

Date:

Reference:

SIGNATURES

Customer Signature:

Title:

Date:

Level 3 Signature:

Title:

Date:

ADDITIONAL NOTES

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What the Wiline Service Agreement Terms and Conditions Covers

The Wiline Service Agreement Terms and Conditions is a legally binding contract framework that defines the parties' obligations, the scope of services, payment terms, confidentiality, liability limits, termination rights, dispute resolution, and the governing law for a service engagement. It identifies deliverables, milestones, acceptance criteria, insurance and indemnity responsibilities, and remedies for breach. The template can be used standalone or as a project-level addendum to a master agreement; when executed and retained under ESIGN/UETA standards it supports enforceability for interstate transactions and electronic execution.

Why a Clear Terms and Conditions Section Matters

A well-drafted terms and conditions section reduces ambiguity, aligns expectations on deliverables and payments, and allocates risk to reasonable limits. It simplifies contract review, supports consistent approvals, and makes enforcement and auditability easier if disputes arise.

Why a Clear Terms and Conditions Section Matters

Who Typically Prepares and Signs This Agreement

This template is used by operational managers, contracting teams, and legal counsel to document services, responsibilities, and payment terms before execution.

  • Service providers: consultants, agencies, and independent contractors delivering defined services under agreed scopes.
  • Clients and purchasing departments responsible for approvals, invoicing, and acceptance testing of deliverables.
  • Legal, procurement, and finance teams for contract review, risk assessment, and regulatory compliance checks.

For enforceability, ensure the person signing has documented authority and that internal approvals are completed before final execution.

Who Can Sign on Behalf of a Party

CEO

Typically an officer with corporate authority to bind the company. Ensure board resolutions or delegation of authority documents exist to support signature rights; include printed name and title on the signature block to reduce post-execution challenges to capacity.

Procurement Director

Often the internal approver for commercial terms, pricing, and SLA acceptance. Verify that the procurement director's delegated signing limits align with company policy and that required escalation approvals are documented before signature.

Required Core Information Fields

Effective Date: Enter as MM/DD/YYYY format.
Parties' Legal Names: Enter full legal entity name including any suffixes.
Scope of Services: List deliverables, milestones, and acceptance criteria.
Payment Terms: Specify amounts, invoice schedule, and late fees.
Governing Law: Select the state law that will interpret the contract.
Signature Blocks: Include printed name, title, date, and capacity statement.

Key Risks and Potential Consequences

Breach Damages: Exposure to compensatory damages
Tax Reporting: Backup withholding risk for incorrect TINs
Invalid Signature: Enforceability issues from improper execution
HIPAA Exposure: Civil penalties for protected health information
Ambiguous Terms: Disputes over scope and performance
Late Performance: Liquidated or consequential damage claims

Common Preparation Mistakes to Avoid

  • Leaving the scope vague or referencing separate attachments without attaching them leads to disputes and differing performer expectations.
  • Not confirming the signer's authority or failing to document delegation of signature rights creates avoidable enforceability and capacity challenges.
  • Using inconsistent payment terms across clauses (invoices, retainers, reimbursements) causes billing delays and vendor/payer disputes.
  • Failing to include termination notice periods and cure rights can prevent orderly contract wind-down and increase litigation risk.

How Organizations Use a Standard Service Agreement

The following real examples illustrate operational benefits from standardizing service agreements across teams and document retention practices.

Optica Ventures LLC

Optica standardized client contracts across multiple projects to ensure consistent deliverables and payment terms.

  • Reduced negotiation time on smaller contracts.
  • By deploying a standardized service agreement and keeping signed copies in a searchable repository, their operations team decreased turnaround time, reduced disputes over scope, and simplified audits for contract compliance across the portfolio.

Fertility Centers of Illinois

Fertility Centers consolidated clinical vendor and service contracts under a single template to improve consistency.

  • Improved compliance and traceability.
  • They paired executed agreements with secure access controls and consistent signer authentication to meet internal policies and regulatory expectations for patient and vendor records.

Step-by-Step: How to Complete the Wiline Service Agreement

Follow these sequential steps to populate, review, and execute the agreement so it is clear, enforceable, and auditable.

  • 01
    Upload Document: Place the finalized template or project statement of work into your signing platform.
  • 02
    Insert Fields: Add name, date, signature, and conditional fields where needed.
  • 03
    Assign Signers: Specify roles, signing order, and authentication method for each party.
  • 04
    Send and Track: Distribute for signature, monitor status, and download the executed PDF with audit trail.

Where Signed Agreements Typically Go After Execution

Routing completed agreements to the right systems and teams preserves institutional knowledge and supports audits and renewals.

  • Counterparty: Provide a signed copy to the other contracting party for their records.
  • Legal Department: Send for retention, compliance review, and redlining history retention.
  • Finance / Accounts Payable: Forward to trigger invoicing, payment setup, and budget reconciliation.
  • Document Repository: Store in a secure, access-controlled system with audit trail.

Core Clauses to Include in the Wiline Service Agreement

A professional service agreement groups essential terms into clear clauses so each party understands obligations, remedies, and administrative requirements.

Parties

Identify the legal names and addresses of contracting entities, including any DBAs and the signer's capacity, to avoid identity or capacity disputes during enforcement.

Scope of Services

Describe precise deliverables, acceptance criteria, performance metrics, timeline, and milestones so payment and obligations tie directly to observable outputs.

Payment Terms

Specify fees, invoicing cadence, payment due dates, tax responsibilities, expense reimbursement, and consequences for late payment to prevent billing disagreements.

Term and Renewal

State the agreement's initial term, automatic renewal mechanics (if any), and notice periods required to decline renewal or propose amendments.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality obligations, and carve-outs for required disclosures or preexisting knowledge.

Termination and Remedies

Include termination for convenience and cause, cure periods, surviving obligations, limitation of liability, and indemnity provisions tied to material breaches.

Practical Tips for Accurate and Efficient Agreement Completion

Use consistent drafting and administrative practices to reduce execution friction and downstream disputes.

Use clear, plain-language service descriptions
Write deliverables and acceptance criteria in measurable terms; avoid ambiguous words like 'reasonable' without defining standards to prevent differing interpretations.
Document signer authority and signatory capacity
Include title, printed name, and an explicit capacity line (for example, 'By: Name, Title, on behalf of [Entity]') and retain evidence of delegation if not an officer.
Standardize naming and version controls
Adopt a naming convention and version field (e.g., AgreementName_v2026-07-15) to prevent executing superseded drafts or inconsistent exhibits.
Capture an audit trail for all electronic signatures
Record timestamps, signer IPs, authentication methods, and the signed PDF to support admissibility under ESIGN and to reconstruct events in a dispute.

Common Timeframes and Notice Periods to Include

Specify precise deadlines to reduce ambiguity around performance, payment and termination.

Effective Date:

Date services and obligations begin; use MM/DD/YYYY format.

Payment Due Date:

Net terms example: Net 30 from invoice date; tie to acceptance where applicable.

Renewal Notice:

Typical notice period: 30–90 days before term expiry.

Termination Notice:

Specify cure period, often 10–30 days for material breaches.

Record Retention:

State how long executed agreements and SOWs will be retained.

How to Configure an Online Signing Workflow

Configure authentication, signer order, and storage settings to match risk and compliance requirements.

Field Configuration
Authentication Method Email link, SMS code, or higher-assurance KBA depending on risk.
Signing Order Sequential or parallel signing depending on approvals required.
Conditional Fields Show or hide clauses based on answers to prior fields.
Storage and Retention Export signed PDF/A, attach audit trail, and store in secured repository.

Technical Platforms and Integrations for eExecution

Use an e-signature platform that meets legal and security standards and integrates with your document systems.

  • CRM Integrations: Salesforce, NetSuite, and Microsoft 365 integrations streamline contract creation and storage.
  • Cloud Storage: Box, Google Drive, and Egnyte support centralized document management.
  • Document Formats: PDF, DOCX, and HTML inputs with PDF/A export for long-term storage.

Wiline Service Agreement vs. Master Services Agreement

A brief comparison highlights differences between a project-level Wiline Service Agreement and a broader Master Services Agreement (MSA).

Criteria Wiline Service Agreement Master Services Agreement
Purpose project-level terms framework for multiple projects
Term fixed project term ongoing umbrella contract
Scope Detail specific deliverables and milestones high-level obligations and governance
Amendments frequent for projects changes via sows or amendments

eSignature Vendor Pricing Comparison for Executing Service Agreements

Compare entry pricing and core features for common eSignature vendors; signNow appears first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send / Envelope Cap Yes (Business Premium+) ; no envelope cap Varies by plan ; 100 envelopes/user/year cap Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes Yes No No

Frequently Asked Questions About Execution and Enforceability

Answers to common execution, e-signature validity, notarization, and storage questions for Wiline Service Agreement users.


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