Master SERVICES Agreement

The following terms and conditions apply to fonoUC Inc. (“fonoUC/QVOICE”) provision of SERVICES outlined in this agreement (the “SERVICES”) and sets out the basic rights, obligations and limitations of fonoUC to its Customers (the “CUSTOMER”). All of the terms and conditions contained herein (hereinafter referred to as “Terms”) bind both fonoUC and the CUSTOMER and are subject to change from time to time at the sole discretion of fonoUC , without any prior notice to the Subscriber.

1. SERVICES

fonoUC agrees to supply the SERVICES described in SERVICES AGREEMENT  (the “SERVICES”) in accordance with the terms of this Agreement.  CUSTOMER agrees to receive the SERVICES from fonoUC in accordance with the terms of this Agreement at the following location:

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2. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for the period outlined in SERVICES AGREEMENT (“Term”) unless terminated by either party as permitted by this Agreement. The Term of each service will commence upon completion of the installation for each service location outlined in the SERVICES AGREEMENT and billing will begin for that location once the service has been installed. This Agreement will automatically renew for successive terms equal in duration to the initial Term unless written notice is provided by either party to the other at least sixty (60) days prior to the expiration of the initial Term or any renewal Term, as the case may be, in which case the contract will expire on said expiration date. Upon termination of this Agreement, the CUSTOMER will return to fonoUC all property that is owned by fonoUC and has been installed at the CUSTOMER location for the purpose of providing the SERVICES.

3. COMPENSATION

3.1    All SERVICES provided are invoiced monthly in advance. The first invoice will be issued by fonoUC upon receipt of this Agreement signed by the CUSTOMER. Subsequent months will be invoiced in advance once the SERVICES have been established and are available for use by the CUSTOMER. fonoUC shall invoice the CUSTOMER based on the rates indicated in SERVICES AGREEMENT Section of this Agreement for the SERVICES to be provided in that month and, except for payment of the first invoice, which must be paid by CUSTOMER to fonoUC before commencement of the Term, the CUSTOMER shall pay all invoices within thirty (30) days after the date the invoice is issued. Upon thirty (30) days or greater written notice prior to the end of the Term, fonoUC may change any fees payable under this Agreement. CUSTOMER is solely responsible for payment of any taxes (including without limitation sales, use, capital, intangible and property taxes) resulting from the CUSTOMER’s purchase or use of the SERVICES. CUSTOMER agrees to hold harmless fonoUC from all claims and liability arising from CUSTOMER failure to report or pay such taxes in a timely fashion.

3.2    Some SERVICES and rates provided by fonoUC are governed by certain regulatory filings. These filings are demonstrable by referencing the corresponding authority such as the CRTC in Canada, the FCC in the United States and others internationally.  If any of these filings are revised, all parties are impacted equally, fonoUC reserves the right to amend our pricing to accommodate any material change of our pricing structure if the impact is deemed material. Material is deemed to be any amount in excess of 2 percent. For purposes of interpretation, this will be treated similarly to how taxes are levied and revised within term.

3.3    Invoices outstanding for more than thirty (30) days shall bear interest at a monthly rate of 3 percent per month (42.58 percent per annum) and such interest charges shall accrue from and after the due date of payment to the date that payment is made to fonoUC.

3.4    In the event of non-payment of an invoice, fonoUC may, in addition to all other rights and remedies under this Agreement and in law, suspend the provision of any or all SERVICES.  Any such suspension of SERVICES shall not constitute the termination of this Agreement. If fonoUC is required to bring legal action for the recovery of any amounts due hereunder, the CUSTOMER agrees to be responsible for, and to reimburse fonoUC for, the payment of reasonable legal fees and costs incurred by fonoUC.  In the case of late payment of an invoice, or if fonoUC is concerned regarding the CUSTOMER’s credit worthiness, fonoUC reserves the right to require the CUSTOMER to enter into on a pre-authorized Payment plan to mitigate the potential of non-payment. In such circumstances, the CUSTOMER shall authorize the payment to fonoUC from a Canadian bank, or similar institution acceptable to fonoUC, of a fixed monthly amount that will not exceed the recurring or delayed charges included in the price payable each month during the Term.

3.5    All invoicing will be sent to the for the CUSTOMER that is indicated on the signed SERVICES AGREEMENT.

3.6    Any Billing charge invoiced which does not agree with your records must be reported within 90 days of this statement date. fonoUC has no obligation to provide reconciliation outside of 90 days as outlined.

 

4. TERMINATION

4.1    Upon giving sixty (60) days prior written notice to fonoUC, the CUSTOMER may, during the initial Term or any renewal Term and without cause, terminate:  (a) any one of the SERVICES specified in this Agreement or (b) this Agreement; provided, however, that in either case, the CUSTOMER shall pay fonoUC, upon written demand in one lump sum as liquidated damages and not as a penalty, 100 percent of the total monthly revenue for the terminated SERVICES multiplied by the number of months and any portions thereof remaining in the Term.

4.2  CUSTOMER acknowledges that there are set-up costs that are individual to the customer and must be re-couped under this Agreement and agrees that this provision is a pre-estimate of damages and not oppressive.

4.3    fonoUC may terminate this Agreement upon written notice to the CUSTOMER if:  (a) the CUSTOMER commits any act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act (Canada), if any bankruptcy or insolvency proceeding is taken against the CUSTOMER, if the CUSTOMER makes any voluntary assignment for the benefit of its creditors, if a receiver takes possession of any of the CUSTOMER’s property, or if the CUSTOMER ceases to carry on business in the normal course; or (b) the CUSTOMER fails to make full payment of any invoice within sixty (60) days after the date of the invoice; or (c) the CUSTOMER fails to cure to fonoUC’s sole satisfaction any material default under this Agreement, which default is not cured to fonoUC’s sole satisfaction within fifteen (15) calendar days of receiving written notice describing the nature of such default from fonoUC.

4.4     If the CUSTOMER terminates this agreement prior to installation of SERVICES for what ever reason, CUSTOMER will remain responsible for any costs that are assessed to fonoUC which can include costs outside of fonoUC’s control. These charges can include design, engineering and interim construction charges. CUSTOMER agrees that construction and installation delays are outside of fonoUC’s control and dates and time-lines provided prior to and at the time of signature or estimates only. These charges  may also include equipment or SERVICES provided by fonoUC for the provided service.

4.5     At termination or at the end of the agreement, and at the request of fonoUC, the customer is responsible for the return of any and all fonoUC provided equipment including Routers, IP Phones, Analogue Terminal Adapters and other items indicated at the time of the request. CUSTOMER has an obligation to disconnect and not use the fonoUC SERVICES after the TERMINATION request and if you continue to use any of the SERVICES outlined in our SERVICES AGREEMENT you will continue to be billed for these SERVICES as outlined in your SERVICES AGREEMENT. Failure to do so within 60 days of the request by fonoUC may result in additional one time charges to of the replacement value of the equipment. CUSTOMER is responsible to obtain the appropriate size box and packing material, packing the equipment securely to prevent shifting or damage and will ensure that equipment is wrapped with at least 2 layers of packing material and place in the box.  CUSTOMER also agrees to return the equipment using a traceable carrier, such as FedEx, UPS or USPS and provide the tracking number.

4.6     In the event of breach and cancellation of a WHOLESALER for non-payment, WHOLESALER accounts at termination in addition to other collection remedies available to fonoUC, fonoUC reserves the right to sell, assign or bill direct any or all of the customers associated with the WHOLESALER account to recover and mitigate damages. Additional & Supplemental details are available HERE Wholesale, Partner and Rebill Additional Terms and Conditions of Service which outline Payments that will be due in the Event of TERMINATION for any reason.

5. INDEMNITY AND WAIVERS

5.1    The CUSTOMER shall indemnify and save fonoUC, or their respective directors, officers, employees and agents harmless from and against all loss, liability or damages of any type and expense, including without limitation reasonable legal fees and disbursements, arising from any and all claims by any third party, including without limitation end users and distributors (collectively, the “Third Party”), in connection with the use of the SERVICES (and related equipment) by the CUSTOMER or any Third Party or in connection with the CUSTOMER’s failure to comply with its obligations under this Agreement, whether the failure is attributable to the CUSTOMER’s, or one or more other person’s, use of the SERVICES with or without permission of the CUSTOMER.

5.2    Under no circumstances shall fonoUC, or their respective directors, officers, employees and agents, be liable to the CUSTOMER for any incidental, special or consequential damages, expenses, costs, liability, loss or damage whatsoever

5.3    Neither fonoUC, nor their respective directors, officers, employees and agents, shall be liable for any lost profits, anticipated revenue, loss of data, loss of use of any information system, lost business revenue, failure to realize expected savings or any other commercial or economic loss of any kind whatsoever arising out of or in connection with this Agreement or the provision of the SERVICES, even if the fonoUC has been advised of the possibility of such loss.

5.4    fonoUC, its affiliates, their successors and assigns, and their respective directors, officers, employees and agents, are not liable for any failure or delay in performance here under if such failure is due, in whole or in part, to any cause beyond fonoUC’s reasonable control.

5.5    This section shall apply even in the event of a breach of condition, a breach of an essential or fundamental term or a fundamental breach of this Agreement. The indemnities contained within this section shall survive termination of this Agreement for the maximum time period permitted by law.

 

 

6. CHANGE REQUEST FOR SERVICE

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6.1    If the CUSTOMER wishes to order additional SERVICES or make a change to the SERVICES:

a)     the CUSTOMER may submit to fonoUC a change request in writing via email, detailing the change in the SERVICES being requested;

b)     fonoUC will respond to the CUSTOMER in writing via e mail within ten (10) business days of receipt of the Change Request (the “Estimate”), stating whether the change may be made, and if so, specifying the estimated cost and time required to implement the change and the impact, if any, of the change on the SERVICES otherwise such change will not be made and this Agreement will remain unamended.

 

7. CUSTOMER EQUIPMNET & INFRASTRUCTURE

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7.1    fonoUC will provide a network service, connected at a point of demarcation, usually at a termination panel located in proximity to either the telecommunication or electrical service entrance equipment of and at the CUSTOMER’s place of business.

 

8. CUSTOMER OBLIGATIONS

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8.1    Subject always to any other term of this Agreement, the CUSTOMER shall:

a)     provide fonoUC and its employees, agents and representatives with access to conduit, cables, termination panels and any other equipment located on private property to which access is required or desirable to provide the SERVICES;
 

b)    provide fonoUC with 24 hour/day, 7 days/week access to their premises as required to support the Service Level  Agreement, as referenced in fonoUC’s Service Level Objectives as specified HERE.
 

c)    be responsible to provide first line support personnel who will be the interface between fonoUC and the CUSTOMER for all SERVICES performed as part of this Agreement;
 

d)    notify fonoUC of the CUSTOMER due date for moves, adds and changes; and
 

e)    obtain written consent for moves, adds, and changes from fonoUC.
 

f)    review our service schedules that outline additional terms and conditions around the user of our service. It outlines both our obligations to you and limits our liability and exposure. These can be viewed at:

Individual Schedules:
 

Installation Dates

For information on installation dates, time-frames and expectations that are to be communicated when any service is ordered from fonoUC.

 

Our Service Level Agreement SLO

For information on our General Service Level Objectives (SLO) for your broadband and Voice SERVICES agreement that are outlined in your SERVICES Agreement

 

Our Support Process

For information on our support process and how to open a support ticket

 

Our Service Level Objectives – Cloud Servers

For information on our Service Level Objectives for our Cloud Server products

 

Our Acceptable Use Policy or AUP

For information on fonoUC Acceptable Use Policy or AUP

 

Our 911 Descriptions, Calling Tips and Service Explanation

Information on how 911 works and works different on our SIP Trunks and Voice Platform
 

911 Calling Tips

 

911 Service Explanation

 

For information on our trouble reporting escalation list

Trouble Reporting and Escalation Procedures

 

For information on our technical and executive escalation process

 

For information on our Service Level Objectives for our Colocation products

Colocation SLO Extended

 

For information on our PCI Policies

 

For information on our how we work with our wholesalers, partners and billing agents.

 

For information on how Toll Fraud can impact you fonoUC provided Phone lines (either legacy analogue, voice PRI or SIP trunks).

Toll Fraud – Ways to prevent it and your financial obligations if it does happen

 

Information on fonoUC Fair Use Policy (FUP)

For information on the fonoUC Voice Fair Use Policy (FUP) which governs the use of ‘unlimited’ voice minutes provided to you as part of our per user price. It also outlines Calls Per Second (CPS) details that may effect your ability to place high volume calls.

 

For information on how to cancel any or all of your SERVICES with fonoUC .

How to cancel any of your fonoUC SERVICES

 

For information on our Terms and Conditions for TV SERVICES

TERMS & CONDITIONS FOR TV SERVICES

 

You can read our privacy policy here

 

You can read our terms and conditions around our Alarm Monitoring SERVICES

 

You can read about the music license for our music on hold on our voice platform here

 

9. Restrictions on Use of SERVICES

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9.1    The CUSTOMER shall use the provided service in accordance with the terms and conditions outlined in fonoUC’s standard Acceptable Use Agreement. This agreement can be viewed HERE.

 

10. Permitted Service Suspension

10.1    The CUSTOMER agrees that it may be necessary for fonoUC to temporarily suspend service for technical or maintenance reasons, the timing of which, other than emergency maintenance, will be agreed upon in advance.  The parties may agree to regularly scheduled maintenance windows for this purpose.  Such a suspension of service will not be considered Network unavailability for the purposes of the Uniform Terms and Conditions hereto.

10.2    Without incurring liability, fonoUC may immediately and without notice: (i) discontinue or suspend the SERVICES; (ii) cancel a request for the SERVICES; or (iii) temporarily block service to a particular jurisdiction, sector, authorized code or other criteria, as fonoUC determines, if fonoUC deems such action is necessary, either to prevent improper use, as outlined in this Agreement, or to protect against fraud or the commission of suspected illegal activities, or to otherwise protect its personnel, agents, facilities or SERVICES.

11. Compliance with Laws

The CUSTOMER agrees to comply with all applicable laws relating to the use of the SERVICES.  Without limiting the generality of the foregoing, the CUSTOMER shall not use the SERVICES to upload, download or transmit any illegal content.

12. Confidentiality

The CUSTOMER agrees that the terms and provisions of this Agreement shall remain strictly confidential and may not be disclosed to any third party without the express written consent of fonoUC, which consent may be arbitrarily withheld.

13. Governing Law

This Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. CUSTOMER and fonoUC attorn to the exclusive jurisdiction of the Courts of Ontario and CUSTOMER and fonoUC attorn to the exclusive venue for litigation of Toronto, Ontario, Canada.

14. Force Majeure

fonoUC shall not be liable for failure to perform or delay in performance of its obligations due to fire, flood, extreme weather, strike or other labour difficulty, act of God, act of any governmental authority or of the CUSTOMER, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond fonoUC’s reasonable control.  In the event of delay in performance due to any such cause, the date of delivery, time for completion or performance of the SERVICES will be extended by a period of time reasonably necessary to overcome the effect of such delay.

15. Notice

Every notice, approval, request, authorization, direction or other communication under this Agreement may be given in writing to the party at the address set out on the first page of this Agreement for such party and will be deemed to have been delivered and given for all purposes (i) two business days after deposit with a commercial overnight carrier, with written verification of receipt; or (ii) five business days after deposit at a post office for delivery by registered mail, with written verification of receipt; or (iii) upon completion of transmission, if sent via facsimile, with a confirmation of successful transmission; or (iv) by e-mail for the purposes of s. 6.1 a) herein

16. Severability

The invalidity or unenforceability of any portion or provision of this Agreement shall in no way affect the validity or enforceability of any other portion or provision hereof.  Any invalid or unenforceable portion or provision shall be severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain such invalid or unenforceable portion or provision.

17. Assignment

This Agreement shall be binding on fonoUC and CUSTOMER and their respective successors in interest and assigns.  CUSTOMER shall not have the power to assign or subcontract this Agreement without the prior written consent of fonoUC.

18. Receivables Assignment

fonoUC, at its sole discretion, shall have the right to assign monies payable under this Agreement to a Financing Partner whether pursuant to a lease, a conditional sale, receivable sale or otherwise, (a) all or any part of the payments due under this Agreement; and (b) fonoUC’s rights under this Agreement to any Product provided for in this Agreement, in such case to secure its obligations in connection with the financing of and or provision of such Product. CUSTOMER shall make all payments under this Agreement to fonoUC provided that fonoUC is not in default (“Default”) of an assignment agreement with a Financing Partner for all or part of the payments under this Agreement.  In the event of a Default, the Financing Partner may notify CUSTOMER of the Default and direct CUSTOMER in writing to remit the payments under this Agreement directly to such Financing Partner. Upon receipt of and in accordance with such notice and direction, CUSTOMER agrees to make the payments under this Agreement directly to the Financing Partner.  The CUSTOMER will be required to sign an acknowledgement with respect to their concurrence with said assignment and direction to make such payments directly to the assignee in the event of a default by fonoUC.

19. Survival

All terms and conditions of this Agreement, which by their nature extend beyond the terms hereof or which are required to ensure that fonoUC and CUSTOMER fully exercise their rights and perform their obligations hereunder, shall survive the completion or earlier termination of this Agreement.

20. Enurement

This Agreement shall enure to the benefit of and be binding upon fonoUC and CUSTOMER and their respective successors and permitted assigns.

21. Entire Agreement

The terms and conditions set forth in this Agreement constitute the full and final expression of the sale of the SERVICES to the CUSTOMER by fonoUC.  This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto.

22. Modification

fonoUC reserves the right to modify this agreement from time to time.  CUSTOMER agrees to review the MSA periodically to ensure CUSTOMER is apprised of the terms of service contained within the MSA.

23. Relationship

The relationship of fonoUC to the CUSTOMER will be that of an independent contractor, and neither fonoUC nor any employee of fonoUC will be deemed to be an agent or employee of the CUSTOMER.

24. Confidentiality

The receiving party agrees that it shall not use the Confidential Information of the disclosing party other than as required for the performance of this Agreement, and shall take all reasonable security measures to protect against unauthorized access, such measures to be of the same standard of care as the receiving party uses for its own Confidential Information and in any event no less than a commercially reasonable standard of care.   Upon request, the receiving party shall return all tangible material concerning the Confidential Information of the disclosing party.