The RingCentral Online Terms of Service are the base contract for most RingCentral products. Together with the Orders and any Service Attachments they form the “Agreement”, a binding agreement between RingCentral, Inc., a Delaware corporation, and the legal entity identified in the Order.[1] The page is headed “Last updated: February 23, 2022”, with changes effective March 23, 2022 for customers who signed up earlier.[1] RingCentral publishes the Terms and its other legal documents in regional versions, so a non-US contract may differ.[7]
Contract structure
The Terms say that RingCentral provides services and equipment intended solely for business use. By electronically signing, the customer accepts the agreement and represents that its representative is of legal age and has authority to bind the entity.[1] An Order identifies the services, the price for each, the scheduled Start Date and any products leased, licensed or sold, and becomes binding when executed by the customer and accepted by RingCentral, which may accept by starting performance.[1] Additional services can be ordered through the Administrative Portal.[1] See Services are for business use only.
The Terms list the services governed by Service Attachments: RingEX with Avaya Cloud Office, Rainbow Office and Unify Office, RingCentral Contact Center, Engage Digital, Engage Voice and Professional Services.[1] Equipment is bought under the hardware terms or rented under the rental agreement.[1] On conflict the order of precedence is the Order Form, the Service Attachments, the main body, the Use Policies and Data Processing Addendum, and then any other referenced document.[1] See Order Form prevails over attachments and the Terms.
Metrics
The definitions in Attachment A define the units that the product articles build on. A Digital Line is a phone number assigned to an End User or designated location with the associated voice service. An End User is an individual to whom the customer makes the Services available and can include employees, consultants, clients, external users, invitees, contractors and agents. An Account is the numbered account associated with the customer, and may include multiple services, Digital Lines or End Users within one billing account, or several billing accounts across locations.[1] See Digital Line, End User and A Digital Line is a number plus voice service.
Editions
The Terms do not define editions. They refer to pricing tiers described at the RingEX plans page and in each Service Attachment, so tier content is a product-document matter.[4]
Term, renewal and price protection
The services’ term begins on the Start Date of the initial Order and runs for the Initial Term. Recurring services then renew automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the Initial Term or current Renewal Term ends. Services added later run coterminously with existing services and are billed on the same cycles.[1] See Recurring services auto-renew for the same length, Later-added services are coterminous and Initial Term and automatic renewal.
Recurring charges such as Digital Lines, product licences, minute bundles and equipment rental fees stay in effect for the Initial Term or current Renewal Term once incurred. RingCentral must give notice of a proposed increase no later than 30 days before the term ends, and an increase takes effect on the first day of the next Renewal Term. Administrative Fees that RingCentral may pass on as a surcharge can be increased on 30 days written notice, and outbound calling rates follow the rate in effect at the time of use.[1] See Recurring charges fixed for the term; increases on 30 days notice. Because the notice period for a price increase and the notice period for non-renewal are both 30 days, a notice that arrives on the last permitted day leaves no time to give notice of non-renewal; a renewal calendar should therefore treat day 60 before term end as the working deadline.
Billing
The Terms say services and equipment must be purchased by valid credit or debit card at the time of purchase, and that the card is used for in-month purchases and overage charges. Recurring charges are billed in advance at the frequency on the Order Form, and usage-based and one-time charges are billed monthly in arrears. Unless stated otherwise, payment is due within 30 days of the invoice date, and late payment carries a fee equal to the lesser of 1.5% per month or the highest lawful rate. RingCentral may terminate for non-payment if charges are unpaid 30 days after the due date.[1] Invoice disputes must be raised in writing within 30 days of the invoice date, and the undisputed portion remains payable.[1] Prices are in US dollars on the website or Administrative Portal, and additional charges may result if the customer activates additional features, exceeds usage thresholds or buys more services or equipment.[1] See Recurring charges billed in advance; usage billed in arrears and Exceeding usage thresholds creates additional charges.
Use rights and restrictions
The Software is licensed on a “limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sublicensable” basis, to the extent reasonably required to use the services, for as long as the customer is entitled to the services and current on payment.[1] The customer may not sublicense, resell, distribute or assign its licence; modify or create derivative works; reverse engineer; use the Software for infringement analysis, benchmarking or any purpose other than using the authorised services; create competing software or services; or remove proprietary notices.[1] See Software licence is limited, revocable and non-transferable and Software restrictions: no sublicensing, benchmarking or competing products.
Use must comply with the Use Policies, and the customer may not resell the Services. Breach of that section is a material breach.[1] The Acceptable Use Policy repeats the resale and service-bureau ban and, for RingEX, bars auto-dialing, predictive dialing, trunking and automated use inconsistent with typical human operation.[2] RingCentral may act immediately and without notice to suspend or limit services on reasonable suspicion of fraudulent or illegal activity, material breach of the AUP or interference with the network, to the extent reasonably necessary.[1] See The Services may not be resold and The AUP bars resale and service-bureau use.
The customer must keep credentials secure, monitor for fraudulent use and notify RingCentral immediately of suspected fraud; failure to notify may lead to suspension and additional charges, while RingCentral is not liable for charges from unauthorised use.[1] The customer must also promptly install software updates RingCentral pushes to its devices.[1]
Termination and cancellation
Either party may terminate for uncured material breach after 30 days notice, on the written recommendation of a regulator, or on insolvency. If the customer terminates for RingCentral’s breach it owes no fees for later periods and receives a pro-rata refund of prepaid unused fees. In every other termination the customer must pay accrued amounts and all sums remaining unpaid for the rest of the then-current Term plus taxes and fees within 30 days.[1] See Early termination leaves the remaining term payable. The Acceptable Use Policy gives a separate 30-day right to cancel a purchase with a pro-rata refund, after which purchases are final.[2] See 30-day cancellation right and Customers may cancel within 30 days of a purchase.
On termination, numbers that have not been ported out may be released, and the Numbering Policy makes the customer responsible for arranging porting to its next provider.[3] See Numbers may be released when an account or line is cancelled.
Assignment, amendment and governing law
Neither party may assign the Agreement without the other’s written consent, which may not be unreasonably withheld, except to an affiliate, to a successor in a merger, acquisition or sale of substantially all related assets, or on a transfer of more than 50% of voting control or assets.[1] See Assignment needs consent except to affiliates and successors.
Amendment is by written amendment signed by both parties, but RingCentral may update the Agreement, equipment terms, Use Policies and data privacy policies by notice to the account email, effective 30 days after notice. If the update is materially detrimental and not required by law, the customer must object within 10 days, and if the parties cannot agree within 30 days either may terminate the affected portion.[1] See Use Policy updates take effect 30 days after notice. The email address on the account is therefore a licensing control. RingCentral may also terminate or modify services if a legal or regulatory change would prohibit or materially interfere with providing them.[1]
The Agreement is governed by California law, disputes require a good-faith attempt to settle, and actions must be brought in the state or federal courts in the city and county of San Francisco. Claims must be brought within two years, except non-payment and indemnification, and proceedings must be on an individual basis with class and collective action waived.[1] Each party’s total liability is capped at the amounts paid or payable in the previous six months, with exceptions including customer payment obligations and the customer’s liability for use in breach of the Acceptable Use Policy.[1]
Hardware terms
Hardware purchases are governed by a separate set of terms. Products can be returned for any reason within 30 days of delivery for a refund of the price paid or a lesser amount depending on condition, and title and risk of loss pass when the product is handed to the carrier, while title to software stays with RingCentral and its licensors.[5] Rented phones are available with RingEX terms of at least 24 months, and RingCentral keeps title unless conveyed in writing.[6] See Hardware purchase and 30-day return and Phone Lease Program and Rental Agreement.
Out of scope
This article does not cover the Data Processing Addendum, the Emergency Calling Policy, taxes and regulatory fees, or confidentiality obligations beyond noting that they last for the term and at least one year afterwards.[1] The Terms contain no software audit or certification clause.
Compliance checklist
- Record the Initial Term and the 60-day working deadline for each Order.
- Keep the notice email address on the account monitored, since policy updates run from that notice.
- Confirm no part of the service is offered to third parties or affiliates outside the entity named in the Order.
- Plan number porting before any termination.
- Review remaining-term exposure before approving any early exit.