If you think vendor forms are fair and balanced, we’ve got a network we want to sell you.
The vendors’ Terms of Service, Service Guides/Publications/Schedules are drafted by the vendors’ lawyers with no customer input, and they are rarely read by customers.
Not surprisingly, they are grotesquely one-sided. You want examples?
- The vendors demand that you pay within thirty days of bill date; they never say that they’ll post credits within a similar period.
- The law gives you two years (or more) to bring a claim of excessive billing, but the forms shorten this to six months, sometimes three.
- Carriers make sure they are free to pass through whatever surcharges they are permitted to by applicable law (including surcharges they just make up); they never obligate themselves to pass through reductions in surcharges.
And the vendor versions of boilerplate clauses like limits of liability are almost never mutual:
- The customer’s liability is often unlimited, while the vendor’s is limited to service credits that are small and often difficult to obtain.
- Force majeure clauses frequently excuse the vendor’s failure to perform.
- Indemnification obligations are notoriously one-sided-the vendor’s obligations are limited to patent and copyright infringement, and are riddled with exceptions while the customer’s obligations are broad to the point that some forms require indemnification of the vendor against third party claims even if the claim can be traced to the vendor’s negligence.
- Carriers get thirty days to cure any defaults, and often that can be extended in their discretion. Customers get five days, or maybe ten, to cure late payment, which is the primary customer default.
We could go on, but you get the idea.