Business Connect Service Terms - SECTION A: GENERAL TERMS AND CONDITIONS

These TELUS Business Connect Service Terms (the “Service Terms”), together with the Business Connect Customer Service Agreement (the “CSA”) and TELUS’ Privacy Commitment (found at telus.com/privacy) (the “TPC”), form the entire agreement between TELUS and the Customer (as defined in the CSA) with respect to the Business Connect Services to be provided by TELUS to the Customer. The CSA, these Service Terms and the TPC are collectively referred to herein as the “Agreement”. Capitalized terms that are used but not defined herein shall have the meaning given to them in the CSA.

Within these Service Terms are Section A (General Terms and Conditions – TELUS Business Connect Services) and Section B (General Terms and Conditions - TELUS Business Connect Contact Centre Service). The service-specific terms pertaining to TELUS Business Connect Services and TELUS Business Connect Contact Centre Services are set forth in subsections A.1 and B.1, respectively. 

If there is any conflict or inconsistency between any of the documents which form the Agreement, such conflict or inconsistency shall be resolved in accordance with the following order of priority, with the lower numbered documents superseding the higher numbered documents, but only to the extent necessary to resolve the conflict or inconsistency: (1) TELUS’ published rate plans; (2) Section A (General  Terms and Conditions – TELUS Business Connect Services) and Section B (General Terms and Conditions – TELUS Business Connect Contact Centre Services); (3) subsections A.1 and B.1; (4) TELUS’ Privacy Commitment; and (5) the CSA.

The Customer acknowledges and agrees that TELUS may use third parties (“Authorized Service Providers”) to assist it in providing some part of or all of the Services, and the Customer agrees that certain rights, benefits, privileges and protections given to TELUS under this Agreement shall, where indicated, also be granted to the Authorized Service Providers.

The Customer acknowledges and agrees that, from time to time, TELUS may amend these Service Terms in its sole and absolute discretion, and TELUS will post these amended Service terms on its website. The Customer’s continued use and enjoyment of the Services after any amendment of the Service Terms shall be deemed to constitute its acceptance of such amended Service Terms.

The Customer is responsible for all charges resulting from any calls or messages or other communications made to or from any telephone, computer or other device using the Services. Until the Agreement is terminated, TELUS shall bill the Customer each month, and the Customer shall pay the charges for the Services as specified in the CSA including all government charges and applicable taxes relating to the Services. Recurring charges for a Service shall be billed monthly upon installation of the Service or any unit of the Service. The billed amount is payable in full, without deduction or set off, by the due date shown on the bill. The Customer shall pay a late payment charge of 2.91% per month (compounded to 42.09% per year), calculated from the billing date, on any amounts not received by TELUS by the due date shown on the bill. TELUS may change the late payment charge at any time by giving at least 30 days’ advance notice to the Customer.

TELUS may bill the Customer exclusively by posting the Customer’s invoice on the Internet. If TELUS bills the Customer through Internet posting, the Customer agrees that (a) the Customer shall receive its bill, and applicable late payment charges shall begin to accrue, when TELUS posts the Customer’s bill online at the website specified in the notice, and (b) the Customer waives pre-notification of the amounts and dates of debits from the Customer’s account.

The term, as it may apply to each component of the Services, if any, and which is also referred to as the “” in the CSA, is described in the CSA (the “”).

TELUS may suspend the Services or terminate the Agreement effective immediately upon notice to the Customer if the Customer breaches any provision of the Agreement and does not remedy the breach within 10 days after notice of the breach (but no notice period shall be necessary if, in TELUS’ reasonable discretion, immediate termination is necessary to protect the operation or integrity of the Services or TELUS’ network or to prevent violations of applicable laws or regulations), or if the Customer becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors or appoints or has appointed for it a receiver or manager, or ceases to do business as a going concern, or is wound up or dissolved. On termination of the Agreement, the Customer shall pay TELUS the termination charges and the other amounts described on this Agreement. TELUS may suspend or restrict the Services temporarily if TELUS reasonably believes it is desirable or necessary to do so to maintain, restore or repair any part of the networks or any part of the Services or for other business reasons. If the Services are terminated for any reason, including a decision to port a number to another carrier, the Customer shall remain liable for all accrued fees and charges. The SIM is not reusable on termination and must be destroyed.

The Customer may terminate some or all of the Services or this Agreement at any time by giving at least 30 days’ advance notice to TELUS. If the Customer is a small business under Broadcasting and Telecom Regulatory Policy CRTC 2014-576:

(a) the Customer may terminate some or all of the Services or this Agreement by giving notice to TELUS, and

(b) termination of a Service shall be effective when TELUS receives the notice or, if the Service requires disconnection and porting to another service provider, upon disconnection.

Upon termination by Customer in accordance with Clause 2.3, Customer shall pay all termination fees and charges set out in the terms and conditions of this Agreement.

The Customer shall not: resell the Services; tamper with or change the Services or any TELUS equipment or facilities; abuse the Services or use them in a manner that interferes with any TELUS equipment or facilities, TELUS’ network, or the use of TELUS services by any other person, or in a manner that avoids the payment of any charges or abuse any flat rate or unlimited use service plan offered by TELUS; or use the Services in violation of any applicable law and regulations.

Subject to any rights available under applicable laws and regulations, including any right to port a number to another carrier, the Customer does not own or have any property rights in any telephone numbers assigned for use with the Services, or in any TELUS network facilities or equipment. This Agreement does not grant to the Customer any ownership, intellectual property or other rights or licenses in or to any Service Components and does not grant to TELUS any ownership, intellectual property, or other rights or licenses in or to any property of the Customer, unless stated elsewhere in this Agreement. In this Agreement, the “” are the facilities, equipment, software, systems, processes, and documentation used by TELUS to provide the Services.

TELUS does not guarantee error-free or uninterrupted operation of the Services, and provides the Services on an “” and “” basis. Warranties, representations, and conditions do not apply to the Services and are excluded, to the extent permitted by law. Additional restrictions on or limitations of the Services are set out in this Section (which follows below) and TELUS’ Tariffs.

The Customer shall indemnify and hold harmless TELUS, Authorized Service Providers and their respective Affiliates, officers, directors, managers, and employees (each, an “”) for all damages, expenses (including reasonable attorneys’ fees), losses, claims or judgments sustained by or made against an Indemnified Party in connection with (a) the Customer's use or misuse of the Services (or such use or misuse by a third party acting with the Customer’s permission, knowledge, authority, or direction (an “”)), (b) any Customer equipment used with the Services; (c) a breach of the Agreement by the Customer or its Acting Third Party; (d) any violation of law or regulation by the Customer or its Acting Third Party through their use of the Services; (e) the Customer’s or its Acting Third Party’s misappropriation, violation, or infringement of any right, title, or interest of any third party’s intellectual property rights; or (f) any negligent, reckless, or willful acts or omissions by the Customer or its Acting Third Party.

In this Agreement, “” means all loss and liability incurred by TELUS resulting from any claim made against TELUS in connection with the Customer’s equipment, software, data or services, or in connection with any access or use of the Services by the Customer or any other person, including use that breaches this Agreement, through the Customer’s equipment, software or services or using any Customer credentials or permissions necessary to access or use the Services, even if the person or the use is not authorized by the Customer.

Neither party or its Affiliates shall be liable to the other party for loss of profits or business, failure to realize expected savings, loss of or damage to data, loss of goodwill or reputation, or any consequential or indirect damages, arising from or relating to the Services or this Agreement. This exclusion applies even if the party could reasonably foresee or has been advised of the possibility of such losses, failure, or damages. This exclusion does not apply to a party’s responsibility for Third Party Liabilities or obligations to pay liquidated damages.

TELUS’ entire liability to the Customer arising from or relating to:

(a) a Service is limited to an amount equal to the total charges paid by the Customer for the Service during the one-year period immediately preceding the first event that resulted in any claim by the Customer against TELUS for that Service, and

(b) this Agreement or all of the Services is limited to an amount equal to the total charges paid by the Customer under this Agreement during the one-year period immediately preceding the first event that resulted in any claim by the Customer against TELUS arising from or relating to a Service or this Agreement.

These limits on liability apply to all claims in aggregate made against TELUS and its Affiliates arising from or relating to this Agreement or the Services.

These exclusions and limits on liability apply whether the claims are made in contract, tort (including negligence), statute, or otherwise.

Subsections A.1, and A.2 contain additional limitations on liability.

Unless the Customer provides express consent or disclosure is pursuant to a legal power, all information kept by TELUS regarding the Customer, other than the Customer’s name, address and listed telephone number, is confidential and may not be disclosed by TELUS to anyone other than: the Customer; a person who, in the reasonable judgment of TELUS is seeking the information as an agent of the Customer; another telecommunications company, provided the information is required for the establishment of, or the efficient and cost-effective provision of, telecommunications services and disclosure is made on a confidential basis with the information to be used only for that purpose; a company involved in supplying the Customer with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose; an agent used by TELUS to evaluate the Customer’s creditworthiness or collect the Customer’s account, provided the information is required for and is to be used only for that purpose; a public authority or an agent of a public authority, if in the reasonable judgment of TELUS it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information; a public authority or an agent of a public authority, for emergency public alerting purposes, if a public authority has determined that there is an imminent or unfolding danger that threatens the life, health or security of an individual and that the danger could be avoided or minimized by disclosure of information; or an Affiliate involved in supplying the Customer with telecommunications or broadcasting services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose. Express consent may be taken to be given by the Customer where the Customer provides written consent, oral confirmation verified by an independent third party, electronic confirmation through the use of a toll-free number, electronic confirmation via the Internet, oral consent where an audio recording of the consent is retained by TELUS, or consent through other methods, as long as an objective documented record of the Customer consent is created by the Customer or by an independent third party. TELUS may also release to a law enforcement agency, in accordance with the terms of a tariff approved by the CRTC, the identity of the service provider, the Customer name and service address associated with a specific telephone number.

The Customer hereby consents to the publication of the mobility numbers assigned to the Customer’s account, and presentation of caller ID as well as the disclosure of and sharing by TELUS, its Affiliates and their agents of information that they have about the Customer in order to assess the Customer’s creditworthiness and to market or provide products and services of TELUS, its Affiliates and third parties who provide products and services in association with TELUS and its Affiliates. If the Customer is an individual person, the Customer consents to the collection, use and disclosure by TELUS and its agents of the Customer’s personal information (whether previously collected or to be collected) for the purposes identified in the TELUS Privacy Commitment published at

https://www.telus.com/en/about/privacy

. The TELUS Privacy Commitment may be updated from time to time.

The Customer may inspect any TELUS records related to the provision of the Services to the Customer, provided that the Customer pays TELUS' related extraordinary costs. The Customer may request that its name and address not be included on any list provided to any other person or used by TELUS. TELUS may share the Customer’s personal information on a confidential basis with third party service providers. The Customer acknowledges that if any such service provider is located in the U.S. or other foreign country, the Customer’s personal information may be processed and stored in that country and may be accessed by the governments, courts, and law enforcement or regulatory agencies of that country under its laws. For the avoidance of doubt, during roaming outside Canada the storage, treatment and transfer of the Customer’s personal information and data may be subject to regulations different from regulations in Canada. The Customer agrees to provide TELUS with the Customer’s current e-mail address (and to inform TELUS if that e-mail address changes) to enable TELUS to provide the Customer with tools and services to manage the Customer’s TELUS account and to ensure that TELUS can communicate with the Customer about account related items on a timely basis.

TELUS and the Customer shall use mediation and arbitration, as set out below, to resolve disputes as between themselves arising from or relating to the Services or this Agreement, whether the dispute is based in contract, tort (including negligence), statute, or otherwise.

If the business representatives of the parties hereto have not been able to resolve any such dispute, in order to proceed with the dispute resolution process, a party must submit the dispute to private and confidential mediation before a single mediator. If mediation does not assist in resolving the dispute, in order to proceed with the dispute, a party must then submit the dispute to private and confidential arbitration before a single arbitrator. The mediator and the arbitration shall not be the same individual.

The above mediation and arbitration shall take place in the city and Province in the Customer’s billing address in the CSA under the Rules of the ADR Institute of Canada, including its Rules as to initiation and submission of a dispute to mediation and arbitration, appointment of the mediator and any arbitrator, and responsibility for the fees and expenses arising from or relating to mediation and arbitration.

An arbitration decision shall be final and binding on the parties, and the parties shall have no rights of appeal. Either party may enforce the decision may be enforced via court proceedings.

This Clause 9 does not apply to TELUS or its agents in respect of their attempts to collect any monies owing to TELUS in relation to the Services or otherwise under this Agreement, or an injunction application by TELUS, except that in the case of an injunction application, the parties shall use mediation and arbitration to resolve the dispute that led to the injunction application. The Customer waives any right it may have to start or participate in, and agrees to opt out of, any class action against TELUS arising from or relating to the Services or this Agreement. Nothing in this Clause 9 restricts or intends to restrict the rights or powers of any administrative authority with jurisdiction over TELUS or the Services.

TELUS has the right to amend this Agreement and any terms and conditions contained herein at any time. However, TELUS shall use commercially reasonable efforts to notify the Customer, by e-mail or other means, of any such amendments before such amendments become effective. Each time the Customer uses the Services reaffirms the Customer’s acceptance of the then-current version of the Agreement. If the Customer does not agree to any amendment to the Agreement, the Customer must immediately cease any use of the Services and notify TELUS of termination in accordance with the Agreement.

1The headings in this Agreement do not affect the interpretation of any provision of this Agreement. The words “” and “” mean “” and “”. An “” means any entity controlling, controlled by or under common control with, a party, where “control” means the ownership of at least 50% of the equity or beneficial interest of the party or that entity or the right to vote for or appoint a majority of the board of directors or other governing body of the party or that entity.

“” means each TELUS Affiliate that provides a Service. As it relates to each Service, this Agreement is deemed to be solely between the Customer and the TELUS Affiliate specified as the Service provider in the CSA, with the TELUS representative having signed this Agreement on behalf of each such TELUS Affiliate.

The Customer shall not assign all or any part of this Agreement or all or any of its rights or obligations under this Agreement without the prior written consent of TELUS. TELUS may withhold its consent to a proposed assignment by the Customer to a person who is in the business of providing information, communications, or technology products or services, including telecommunications or telecommunications-related products or services. TELUS may assign or subcontract all or any part of this Agreement or all or any of its rights or obligations under this Agreement without notice to or consent of the Customer.

This Agreement does not create or imply any agency, partnership, or other joint relationship between the parties, and does not authorize either party to bind or obligate the other in any way.

TELUS is not responsible for the performance of, or in default of, any obligation or provision of this Agreement if delayed, hindered or prevented by labour disruptions, failure of the networks of other companies, casualties, civil disturbances, law, order of a court or other lawful authority, acts of civil or military authorities, terrorism, accidents, fires, epidemics, natural disasters, or other catastrophes or events beyond TELUS’ reasonable control.

If any provision of this Agreement is void, prohibited, or unenforceable, this Agreement is to be construed as if that provision had never been part of this Agreement.

The failure of the Customer or TELUS to exercise any right under this Agreement, or to insist upon strict or full performance of the obligations under this Agreement, does not constitute a waiver or relinquishment of any provision of this Agreement. To bind a party, any such waiver must be express and in writing signed by that party. The rights of the parties under this Agreement are cumulative and not alternative.

Provisions of this Agreement that expressly or by their nature extend beyond the termination of this Agreement survive any termination of this Agreement.

If any provision of this Agreement is prohibited by or contravenes any CRTC order or decision, that provision applies only to the extent permitted by the order or decision. TELUS and the Customer shall comply with all laws applicable to the exercise of their rights and performance of their obligations under this Agreement. This Agreement is subject to and is to be interpreted in accordance with the federal law of Canada and the laws of the Province in the Customer’s billing address in the CSA, without regard to that Province’s choice of law rules. Venue and jurisdiction shall be in that Province.

To be effective, notices to the Customer under this Agreement and notices of and requests for mediation and arbitration to either the Customer or TELUS must be given in writing to the other party’s notice address, by commercial courier with proof of delivery, fax, personal delivery, or registered mail. The Customer’s notice address and fax number are its billing address and fax number in the CSA. TELUS’ notice address and fax number for any notice of or request for mediation or arbitration are 510 W Georgia Street, Floor 7, Vancouver, B.C. V6B 0M3, (604) 439-1261. Notices and requests delivered personally or by commercial courier or fax shall be deemed to have been received on the day of delivery. Notices and requests sent by registered mail shall be deemed to have been received four days (excluding Saturdays, Sundays, and statutory holidays) after the date of mailing. Notices to TELUS under this Agreement, other than any notice of or request for mediation or arbitration, must be given by telephone to the TELUS number shown on the last bill sent to the Customer before the date of notice.

Any terms and conditions in a purchase order or other similar document issued by the Customer in relation to any Services that are different from or in addition to those in this Agreement do not bind and are rejected by TELUS. This Agreement forms the entire agreement between the parties, and supersedes all written and oral communications and agreements between the parties concerning the Services made before this Agreement came into effect. Changes to this Agreement must be agreed to in writing and signed by both parties to be effective, except as stated elsewhere in this Agreement.

The Service Terms and Conditions in this subsection apply to all TELUS Business Connect Services specified in this Agreement, including any web pages or websites used in connection therewith. Any capitalized words and expressions that are not defined in these Service Terms and Conditions have the meaning set out for such words and expressions elsewhere in the Agreement. TELUS may use Authorized Service Providers to provide all or part of the Service under this subsection A.1.

TELUS Business Connect’s Mobile Edition provides the Customer with voice services as set out below:

(a) TELUS Business Connect Mobile Edition Primary User consists of the following Service: Voice:

(b) TELUS Business Connect Mobile Edition Office User consists of the following Service:

TELUS Business Connect’s Voice and Voice Plus editions provides the Customer with voice services as set out below:

(a) TELUS Business Connect Voice and Voice Plus editions Primary User consists of the following Service:

Voice:

(b) TELUS Business Connect Voice and Voice Plus editions Office User consists of the following Service:

TELUS Business Connect’s Enhanced, Complete and Complete Plus editions provide the Customer with voice, data and wireless services as set out below:

(a) TELUS Business Connect with Unmanaged High Speed Internet consists of the following Services: Voice

Additional Users may be added to TELUS Business Connect.

(b) TELUS Business Connect Office User consists of the following Service:

The following optional add-ons and tools may be added to the TELUS Business Connect: Internet and VoIP Add-ons:

The specific TELUS Business Connect Services selected by the Customer and provided to the Customer pursuant to this Agreement (each of which is referred to in this Subsection A.1 and A.1.1 as a “”), details associated with those Services, and the charges for those Services are specified in the CSA and elsewhere in this Agreement. The parties may make changes to the Services at any time by entering into an amendment to this Agreement.

The Service Terms and Conditions in this Subsection are applicable to the VoIP Services specified in the CSA and govern all use of the VoIP Services, including any web pages or websites in connection therewith. The VoIP Services apply to all editions of TELUS Business Connect and include phone services through an IP telephone, a soft phone and/or the Mobile Application.

The following sections of this Subsection A.1.1 do not apply to TELUS Business Connect’s Mobile Edition:

VoIP Services are voice communication services provided over Internet Protocol (“”) by connecting an IP telephony device or application running on a personal computer to the Internet (for example, through the Customer’s local area network (“”)) or by using an application running on the Customer’s mobile device with Internet access (the “”) up to the public switched telephone network (“”), using one of the following connectivities: (a) through TELUS IP-Networks connectivity; (b) through the Internet; or (c) in conjunction with existing TELUS Business Centrex and individual business line services. The VoIP Services include the use of a self-management web portal that allows for the management of certain aspects of the telephony solution by the Customer (the “” portal).

The VoIP Services are not guaranteed to be compatible with IP telephony devices or applications that are not expressly certified by TELUS.

The grants the Customer a non-exclusive, non-transferable, revocable license and right to use each VoIP Phone line provided in connection with the VoIP Services exclusively with one individual user under the Customer’s account, subject to all the other terms of this Agreement. Accordingly, if the Customer wants to allow multiple users to use the VoIP Service, the Customer shall need to purchase at least one VoIP Phone line for each user.

The Customer shall only use devices that are compatible with the VoIP Services. The Customer’s devices and the software that the Customer uses in conjunction with the VoIP Services may have to meet certain TELUS standards and be maintained in certain ways and/or in certain locations in order to access the VoIP Services or for the proper operation of the VoIP Services. Such standards may change from time to time in TELUS’ sole discretion. Unless otherwise advised by TELUS, the Customer is solely responsible for updating and maintaining the Customer’s devices and any software the Customer uses in conjunction with VoIP Services as necessary to meet TELUS’ standards.

Upon signing up for the VoIP Services and at subsequent times as requested by TELUS, the Customer agrees to provide to TELUS with its true, accurate, current, and complete personal name or business name, administrator name, billing address, shipping address, the addresses where the VoIP Services shall primarily be used, 911 registered address for each VoIP Phone line, e-mail address, contact phone number, credit card information, and other data which may be necessary to administer its VoIP Services profile (collectively, “”). The Customer represents and warrants that the Registration Data it provides is accurate, current, and complete, and agrees to promptly update any of the Registration Data if it changes. If the Customer provides Registration Data that is, or that TELUS suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, TELUS has the right, in its sole discretion, to immediately suspend or terminate the VoIP Services and refuse any and all current or future use of all VoIP Services by the Customer.

For VoIP Services accessed through TELUS IP networks connectivity, the VoIP Services point of demarcation is the IP-Networks customer interface unit (“”). For VoIP Services accessed through the Internet, the point of demarcation is at the interconnection between the TELUS network and the public Internet. For VoIP Services used in conjunction with existing TELUS Business Centrex and individual business line services, the points of demarcation are the interconnection between the TELUS network and the public Internet and the interconnection between the TELUS network and the PSTN.

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The Customer may, from time to time, order additional VoIP Phone lines, VoIP Phone optional services, or request moves, adds and changes (collectively, “”) in respect of VoIP Services by contacting TELUS.

The Customer may also perform self-service activities on the Voice Manager portal, including maintaining user passwords and PINs and telephone assignment.

All new services and changes to existing VoIP Services having an impact on the Agreement implemented by way of a MAC shall be governed by the terms and conditions of this Agreement as it relates to VoIP Services. The Customer acknowledges and agrees that certain MACs may necessitate changes by the Customer to its network and connectivity and those changes may impact the delivery interval.

VoIP Services do not include any connectivities to access the VoIP Services. The Customer must supply, or contract separately with TELUS to obtain, appropriate connectivities, as well as for the telephony device or application necessary to use TELUS VoIP Services. VoIP Services do not include any specific guarantee of Quality of Service (“”). When VoIP Services are provided through TELUS IP-Networks connectivity, the Customer must request by separate agreement that such TELUS IP-Network connectivity is configured with options and configuration to support VoIP Services in order to have QoS on the VoIP Services. The Customer further acknowledges that the VoIP Services shall not ensure any level of QoS when the Customer accesses the VoIP Services on another network (e.g., through another Internet connection or a cellular network). The Customer shall ensure that its network and connectivity meet the minimum requirements for VoIP Services given their service usage levels. The Customer acknowledges and agrees that failure to ensure that its network and connectivity continue to meet the minimum requirements for VoIP Services may impact the quality of VoIP Services. Any costs associated with upgrading the Customer’s network infrastructure, connectivity or related charges resulting from such assessment are the sole responsibility of the Customer.

When VoIP Services are provided through TELUS IP-Network connectivity, the Customer shall be responsible for obtaining, at its own expense, all access rights, authorizations or consents from third parties required to enable TELUS to install and maintain the Services at Customer site, which is at the Service Address indicated in the pricing section of the CSA. The Customer must grant TELUS safe and timely access to its premises in order to allow TELUS to perform the Services.

The Customer shall, at its cost, prepare the Customer site for the installation of VoIP Services in accordance with TELUS’ reasonable instructions. This includes upgrading any Customer network infrastructure components in response to any TELUS specified concerns in the IP telephony readiness assessment and providing all equipment, software and services on the Customer’s side of the point of demarcation necessary for use or used in conjunction with VoIP Services. The Customer is responsible for any additional installation costs incurred by TELUS as a result of the Customer’s failure to comply with such instructions. Changes in the environment or location of any Service Components at the Customer site shall require the prior written consent of TELUS.

When VoIP Services are provided through TELUS IP-Network connectivity, the Customer must maintain a router to host certain static routes relevant to the VoIP Services.

For each Service assigned, TELUS shall provide the Customer with Voice Manager portal access and the Customer may configure user IDs and passwords. Certain activities must be performed by TELUS and shall not be available on the Voice Manager portal and may be subject to additional charges.

The Customer shall:

(a) maintain the security of its user IDs, passwords, PINs, security questions and answers, and similar security safeguards of the VoIP Services;

(b) be responsible for the actions of any party using the VoIP Services or the user IDs and passwords assigned to the Customer, including the use of the Voice Manager portal, whether such actions are authorized or unauthorized; and

(c) immediately notify TELUS of any unauthorized use of the Customer’s account or of any other breach of security, and shall provide reasonable assistance to TELUS, as requested, to stop or remedy any breach of security.

In no event shall TELUS or any Authorized Service Provider or their respective Affiliates be liable for any unauthorized use of the Customer’s account.

The Customer shall designate a representative as the Customer’s administrator. The administrator shall be authorized to provide TELUS with instructions, orders, authorizations and other directions, on behalf of the Customer, as detailed in these Service Terms. The administrator shall be TELUS’ point of contact for all notices and communications to the Customer relating to VoIP Services.

(a) Correct wiring for phone set up. 

(b) Plugs to be able to attach phones to the internet (Cat5 plugs). 

(c) Internet at the service location(s) for Business Connect to work.

The Customer represents and warrants that:

(a) Customer has access to, and shall maintain access to at all times, wireless or traditional wireline telephone service that shall enable it to call 911 and any other applicable emergency service number;

(b) Customer shall not use, and shall ensure its users do not use, the VoIP Services in environments requiring fail-safe performance or in which the failure of the VoIP Services could lead to death, personal injury, or severe physical or environment damage;

(c) the Registration Data, user name, contact information, location information, and all other information provided in connection with its account are true and correct at all times; and

(d) Customer shall not use, and shall ensure its users do not use, the VoIP Services in violation of the Use Policy herein or applicable law and regulations.

By entering into these Service Terms, the Customer authorizes TELUS to make the necessary modification with its former carrier to transfer the local phone numbers specified in the Agreement. Customer also authorizes TELUS to have its former carrier transfer or disconnect these phone numbers. The transfer of the local phone numbers can cause a temporary interruption of the Services. The Customer shall sign any authorizations required by other companies in order for TELUS to provide the Services.

VoIP Services shall be reserved strictly for the Customer's internal use. Customer's internal use may include the use of the VoIP Services by the Customer’s Affiliates, provided that the Customer remains solely responsible towards TELUS for the use and payment of the charges for all Services provided to such Affiliates. These activities may be subject to obligations imposed by the Canadian Radio-television and Telecommunications Commission (“”) from time to time.

VoIP Services are intended for general business use of the Customer only. They are not designed, manufactured, intended, or recommended for use or resale as equipment or services in environments requiring fail-safe performance (e.g., emergency medical care, hazardous activities) or in which the failure of the Services could lead to death, personal injury, or severe physical or environmental damage. TELUS specifically disclaims any express or implied warranty of fitness for high risk activities or services.

The Customer shall not use VoIP Services to bypass toll charges, usage based service charges (e.g., 1-900 and 411 charges) or other long distance charges. Except where expressly identified as being included with VoIP Service, toll charges, usage-based service charges, and other long distance charges are the responsibility of the Customer and are payable in addition to the charges for VoIP Services.

Other than 911, 988 and 411 as specified in this Agreement, the availability of other N11 calling (e.g., 311, 511 and other N11 calling) varies by location and the VoIP Services may not support other N11 calling.

In providing VoIP Services and the Mobile Application, TELUS makes no representations or warranties with respect to (a) the availability or security of the Customer’s network connected to the Internet or any computers, software, hardware, devices, networks, or components under Customer’s possession, custody or control other than those provided in connection with the VoIP Services; or (b) any third party wireless network or services used by the Customer (collectively, “”). The Customer acknowledges and agrees that it is solely responsible for the availability and security of its network that is connected to the Internet or Customer Components. When VoIP Services and the Mobile Application are provided through the Internet or through use of Customer Components, the Customer acknowledges and agrees that the performance of the VoIP Services and the Mobile Application may vary based on the quality on the Internet connectivity, including any cellular network used by the Customer to access the Internet, or the use of any Customer Components.

Where TELUS has assisted in problem determination and TELUS has determined that a service outage or other problem was not caused by TELUS, TELUS may bill the Customer for such assistance. TELUS shall provide the Customer with reasonable problem determination assistance before any such assistance becomes billable. TELUS shall advise the Service administrator that there may be billable charges prior to beginning any billable work.

 

TELUS Self Installation allows Customers to do their own installation and configuration for certain TELUS equipment, software and applications needed to use the Services. 

TELUS Self Installation may be the only option available for certain customers, services or regions. Additional fees will apply for TELUS Virtual Installation or Professional Installation such as dispatching a technician. 

In the event that TELUS provides support documents and/or installation guides, it is the Customer’s responsibility to read them and to follow the instructions thus provided. 

If the Customer performs a self-install, they assume responsibility and all risks associated with installing, configuring, using and uninstalling the equipment, including the risk of any damage, loss, injury or harm that may result. 

A Customer who damages part or all of a piece of equipment owned by TELUS, including but not limited to damage occurring during a self-install, shall be responsible for the value of said equipment. In the event of any damage to equipment, including but not limited to damage resulting from a case of force majeure or the actions of a third party, repair or replacement shall be at the Customer’s expense, in accordance with the terms and conditions and Service and equipment fees in effect at the time. 

TELUS cannot guarantee the proper functioning of the Services or the equipment, software and applications self-installed by the Customer. 

The Customer must inform TELUS of any malfunctioning of the Service or of the self-installed equipment, software and applications. 

TELUS makes no representations with regard to any equipment not provided or sold by TELUS or by one of its authorized representatives (“third-party equipment”), which may affect the functioning of the Services. TELUS makes no representations with regard to the Services in the event that third-party equipment is used, including but not limited to the proper functioning of the Services, and disclaims all liability if third-party equipment is used. 

If TELUS deems that the Customer’s self-install is not functional, successful, satisfactory, compliant or complete, TELUS may decide to rectify the situation, and service and equipment fees may then be charged to the Customer according to the currently applicable rates. 

In cases where self-install fees are applied, these charges are non-refundable if the contract is terminated. 

TELUS offers a virtual installation service (installation with remote assistance from a live representative) so that Customers receive assistance with the procedures to be followed for the installation, configuration and use of TELUS Business Connect equipment, software and applications.

Only Customers with 1-99 seats are eligible for TELUS Virtual Installation

In the event that TELUS provides support documents and/or installation guides, it is the Customer’s responsibility to read them and to follow the instructions thus provided. 

If the Customer performs a virtual install, they assume responsibility and all risks associated with installing, configuring, using and uninstalling the equipment, including the risk of any damage, loss, injury or harm that may result. 

A Customer who damages part or all of a piece of equipment owned by TELUS, including but not limited to damage occurring during a virtual install, shall be responsible for the value of said equipment. In the event of any damage to equipment, including but not limited to damage resulting from a case of force majeure or the actions of a third party, repair or replacement shall be at the Customer’s expense, in accordance with the terms and conditions and service and equipment fees in effect at the time. 

TELUS cannot guarantee the proper functioning of the services or the equipment, software and applications installed by the Customer. 

The Customer must inform TELUS of any malfunctioning of the Service or of the installed equipment, software and applications. 

Visit and repair charges will be billed based on current time and material prices for all items for which a virtual install leads to an unsatisfactory result.

 

TELUS offers a professional installation service performed by a certified technician so that Customers can have them install certain TELUS equipment, software and applications needed to use the Services. 

Only certain equipment, software and applications are available for professional installation. 

Professional installation of TELUS Business Connect may not be available in your region. In such cases, a TELUS Self Installation or TELUS Virtual Installation option may be available instead.

In cases where TELUS Professional Installation fees are applied, these charges are non-refundable if the contract is terminated. 

TELUS makes no representations with regard to any equipment not provided or sold by TELUS or by one of its authorized representatives (“third-party equipment”), which may affect the functioning of the Services. TELUS makes no representations with regard to the Services in the event that third- party equipment is used, including but not limited to the proper functioning of the Services, and disclaims all liability if third-party equipment is used. 

The Customer must inform TELUS of any malfunctioning of the Service or of the installed equipment, software and applications. 

The restrictions set forth in this Clause 10 constitute the “”. TELUS reserves the right to add to, modify or amend this Use Policy at any time for any reason at its sole discretion.

The Customer shall not, and shall ensure its users do not, use the VoIP Services for any illegal, fraudulent, improper, or abusive purpose or in any way that: (a) interferes with TELUS’ or its Authorized Service Providers’ ability to provide high quality VoIP Services to other customers, (b) prevents or restricts other customers from using the VoIP Services, or (c) damages any TELUS’, its Authorized Service Providers’, or other customers' property or TELUS’ network. If TELUS finds that the Customer or its users are using the VoIP Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, TELUS may, at its sole discretion, immediately terminate the VoIP Services and charge the Customer any applicable fees for the VoIP Services used plus damages caused by the Customer’s improper use as well as applicable termination charges specified in this Agreement.

In addition, the Customer shall comply, and shall ensure its users comply, with TELUS’ Acceptable Use Policy and IP address policy, published at

www.telus.com/aup

(“”). TELUS may, in its sole discretion, change the AUP at any time, and publishing the revised AUP at

www.telus.com/aup

shall be sufficient notice of the changes to the Customer.

Prohibited uses include:

(a) Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy.

(b) Sending unsolicited messages or advertisements, including e-mail, voice-mail, SMS, or faxes (commercial or otherwise) (“”), or otherwise sending bulk or junk e-mail, voice mail, SMS, or faxes.

(c) Harvesting or otherwise collecting information about others, including e-mail addresses, without their consent.

(d) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

(e) Creating a false caller ID (“”) or forged e-mail/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the VoIP Services.

(f) Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.

(g) Violating any Canadian or foreign law regarding the transmission of technical data or software exported through the VoIP Services.

(h) Utilizing the VoIP Services in excess of what, in TELUS’ sole discretion, would be expected of normal business use, including, without limitation, allowing more than one user to use a single VoIP Services connection (such as an IP telephone line) or using a single VoIP Services connection in excess of what would be expected of a single user.

(i) Using the VoIP Services in any way that interferes with other customers' and third parties' use and enjoyment of the VoIP Services or use of the VoIP Services in any manner which disrupts, prevents or restricts any other customer from using the VoIP Services.

(j) Using or employing methods or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.

The Customer further understands and agrees that:

(a) It shall be solely liable for any transmissions sent and data stored through the VoIP Services under its account, including the content of any transmission sent and data stored through the VoIP Services under its account.

(b) It shall abide by all applicable TELUS’ policies, procedures, and agreements related to the VoIP Services.

(c) It shall not attempt to gain unauthorized access to the VoIP Services, other accounts, computer systems or networks connected to the VoIP Services, through password mining or any other means.

(d) Its use of the VoIP Services is subject to all applicable local, provincial, national, and international laws and regulations (including those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising), and Customer shall comply with all such laws and regulations.

In addition, some of TELUS’ plans and other services are offered on an “” basis. All unlimited plans:

(a) May only be used for normal business use.

(b) Are provided only for dialog between two individuals at one time per line.

(c) Exclude international calling, which is available for an additional fee.

(d) Are issued on a “”, meaning that only one registered user may be assigned to use the VoIP Services for any one line.

Unlimited plans also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all VoIP Services):

(a) Trunking or forwarding the Customer’s VoIP Services number(s) to another phone number capable of handling multiple simultaneous calls or to a private branch exchange (PBX) or a key system.

(b) Spamming or blasting (e.g., sending one hundred (100) or more bulk or junk voice-mail or faxes simultaneously).

(c) Bulk call-in lines (e.g., customer support or sales call centers, “,” 900 numbers, sports-line numbers, etc.).

(d) Auto-dialing or “” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls).

In addition, unusually high usage of the VoIP Services may impair TELUS’ or its suppliers’ ability to provide high quality VoIP Services to others or indicate unauthorized use of the VoIP Services, in which case TELUS may immediately suspend or terminate the VoIP Services or the Customer’s account or, upon prior notice, convert the VoIP Services to a metered calling plan that charges significantly higher usage rates.

In these Service Terms and Conditions:

(a) “” or “” functionality ensures that a 9-1-1 caller’s name, telephone number (listed or unlisted), address, type of service and other pertinent information is downloaded from an incumbent local exchange carrier’s (“”) database and automatically transferred to the PSAP along with each incoming 911 call.

(b) “” or “” functionally ensures that a 911 caller’s telephone number (listed or unlisted) is automatically transferred to the PSAP along with each incoming 911 call.

(c) “” refers to the routing of 911 calls to a designated PSAP for connection by a PSAP agent to the required emergency services agency. Basic 911 service:

(d) “” or “” refers to the capabilities provided by Basic 911 service and additional features and capabilities (when available) including Automatic Number Identification, Automatic Location Identification and call control features, which usually include called party hold, ringback calling party, and disconnect signal.

(e) “” or “” refers to a specialized emergency call answer centre for all 911 calls within a specific geographic area.

(a) In order to avoid the effect of certain limitations of VoIP Services, the Customer acknowledges and agrees that it is responsible for, and has been advised by TELUS to implement, at the Customer’s cost, emergency backup systems which may include analog backup telephone lines, cellular telephones, and a universal power supply (UPS) system, and training to ensure that end users are aware of alternate public switched telephone network access is available in the event of a failure of a call to, or inability to call, 911 using VoIP Services.

(b) For VoIP Service provided through IP telephones, the Customer acknowledges and agrees that the functionality of 911 services is dependent on the IP telephone on the Customer side of the point of service demarcation remaining, both physically and logically, in the location where it was initially installed. If the IP telephone is physically or logically moved, the Customer shall notify TELUS of the move and provide TELUS with the details of the new location.

(c) Calls to 911 originated from the web portal are supported but not recommended as the location information associated with a call to 911 shall be the location of IP telephone the remote extension is associated with.

(a) In the municipalities in which 911 services is available, 911 taxes can apply and shall be added to the unit price for each unit of Service.

(b) In additional to any municipal taxes, TELUS shall charge to the Customer the 911 Network Access Fee imposed by incumbent voice service provided responsible to maintain access to 911 facilities, as described in the applicable tariff of such voice service provider.

(a) Through the Mobile Application:

(b) Through IP Telephones, Softphones or the Mobile Application on Wi-Fi:

The Customer acknowledges and agrees that calls to 911 using VoIP Services shall not function in certain instances.

(a) If there is a power failure or disruption:

(b) VoIP Services outages or termination or suspension of VoIP Services by TELUS shall prevent use of VoIP Services, including the ability to call 911.

(c) Telecommunications service outages including broadband network outages may prevent use of VoIP Services, including the ability to call 911.

(d) Internet voice application outages, including personal computer application failures, and Internet web portal application congestion or choking may prevent use of VoIP Services, including the ability to call 911.

(e) If the call to 911 is made from outside Canada, the caller should utilize a telephone which connects the caller to local services. The TELUS operator is unable to connect a call to 911 from outside Canada to emergency services in an international location.

The Customer acknowledges and agrees that:

(a) there is a greater possibility of network congestion or reduced speed in the routing of a call to 911 using VoIP Services as compared to dialing 911 over traditional public switched telephone networks, and

(b) as a result, calls to 911 may take longer to reach PSAPs or local emergency services providers than in the case of calls to 911 over traditional public switched telephone networks.

The Customer acknowledges and agrees that it has been advised by TELUS that making calls to the 3-digit emergency telephone number 911 using VoIP Services may differ from calling 911 over traditional public switched telephone networks. The Customer acknowledges that it has read and understands and agrees to the terms and conditions in this Clause 11 regarding calls to 911 using VoIP Services.

The Customer shall inform all employees and other third parties who may be present at the physical locations where VoIP Services are utilized of the differences and limitations of 911 dialing using VoIP Services as compared with 911 dialing over traditional public switched telephone networks.

(a) Neither TELUS, nor its Affiliates, nor their respective officers or employees may be held liable for any claim, damage, or loss, and the Customer waives any and all such claims or causes of action, arising from or relating to any Service outage or inability to call 911 using VoIP Services or to access emergency service personnel unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of TELUS.

(b) Notwithstanding any other provisions in this Agreement as it relates to VoIP Services, the Customer shall:

(a) When facilities of other companies or telecommunications systems are used in establishing connections to or from Customer controlled facilities and equipment, TELUS is not liable for any act, failure, omission or negligence of the other companies or telecommunications systems.

(b) In no event shall TELUS be liable to the Customer or any third party in the event of inadequate utility services, the loss of utility services or failure to provide utility services.

(c) If, despite the foregoing limitations, for any reason TELUS becomes liable to the Customer or a third party arising out of or in any way connected with this Agreement, in no event whatsoever, regardless of the form or cause of action, whether in contract or in tort, or the number of claims asserted, shall the aggregate liability of TELUS to the Customer exceed, on a cumulative basis, the total charges paid by the Customer for VoIP Services during the one-year period preceding the event which gave rise to the claims.

The use and limitations of the Mobile Application are set forth in the TELUS Mobile Application Terms of Service, which (a) each user must read and accept prior to downloading and using the Mobile Application, and (b) are incorporated herein by reference.

A Customer may return an IP phone or other device used in conjunction with the VoIP Services provided that (a) the Customer notifies TELUS of its intention to return such device within 60 days after receipt of such device and (b) TELUS or its designated representative receives the device within 60 days after Customer’s notice to return the device. TELUS may charge a restocking fee for returned devices. The Customer shall be responsible to ship the returned devices via the return material authorization information provided once the Customer has notified TELUS. Devices purchased from TELUS cannot be returned or credited after 60 days after receipt of the device. All returns and credit requests must be made within this 60-day period. After this period, no returns or credits will be accepted.

All returned hardware must be fully functional and include all components, manuals, peripheral devices, and all other accessories that were originally shipped with the hardware.

Before returning any hardware that has data in its memory, the Customer is encouraged to transfer all files it wishes to retain to another file source. Once the hardware is returned, the Customer’s files and data cannot be recovered, and the Customer releases TELUS and its suppliers from any liability for any lost, damaged, or destroyed files, data, or other information.

IP phones and other devices shall include a one-year warranty starting from the date of purchase by the Customer.

You must return all of our rental equipment to one of our approved depots within 14 days of cancellation of the Business Connect Services, unless we direct you otherwise. If you do not return our equipment or if the equipment is returned damaged, we will bill you the cost of the equipment (plus applicable taxes).

• TELUS makes no representations with regard to any equipment not provided or sold by TELUS or by one of its authorized representatives (“third-party equipment”), which may affect the functioning of the Services. TELUS makes no representations with regard to the Services in the event that third-party equipment is used, including but not limited to the proper functioning of the Services, and disclaims all liability if third-party equipment is used.

• TELUS supports approved equipment only. Any other equipment installed by the Customer could affect the functioning of the Services. TELUS does not guarantee the proper functioning of its services, and is not responsible for any damage, if third-party equipment is used.

TELUS shall use reasonable efforts to facilitate number transfers or port requests for the Customer, provided that the Customer complies with the necessary and specific procedures for porting between service providers.

The Customer acknowledges and understands that number porting depends on the cooperation of third parties outside of TELUS’ control. Accordingly, the Customer agrees that TELUS and its Authorized Service Providers and their respective Affiliates shall not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.

TELUS works with third party carriers who, on TELUS’ behalf, port telephone numbers in accordance with applicable regulatory rules and industry guidelines. TELUS’ third-party carriers require very specific and detailed information and requirements when completing a port request. Please be informed that TELUS shall be required to provide such detailed and specific information to complete a port request. For porting numbers into the Customers’ account, the Customer must follow the procedures on its account settings page for transferring a number to its account. For porting numbers out of its account, the Customer should follow the procedures of its new service provider. The Customer understands that porting its number out of its account does not automatically terminate its account.

Number porting is defined and regulated by the CRTC. Visit

http://www.crtc.gc.ca

to learn more about number porting.

TELUS cannot guarantee requested telephone numbers shall be available, that the Customer’s existing provider shall port its number, or that circumstances beyond TELUS’ control shall not prevent or delay a successful port of the Customer’s number for the Services. The Customer should not order any printed material, such as business cards or stationary, showing a telephone number, or issue any press releases or otherwise publicize any telephone number until the Customer verifies itself that telephone number is active on its account. Neither TELUS nor its Authorized Service Providers or their respective Affiliates shall be liable for reimbursement for press releases, business cards, stationary, or similar materials under any conditions.

The Customer understands and agrees that TELUS may from time to time need to change the telephone or facsimile number assigned to the Customer (e.g., due to an area code split). Neither TELUS nor its Authorized Service Providers or any of their respective Affiliates shall be liable for any damages (including consequential, special damages, or other damages) to the Customer in the event that it needs to assign the Customer a new telephone or facsimile number.

Certain VoIP Services provide a function that allows the Customer to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary due to different circumstances. In some situations, the Customer is required to obtain consent from all parties to record a conversation. The Customer is solely responsible for complying with all federal, provincial, and local laws in any relevant jurisdiction when using this feature. TELUS and its Authorized Service Providers expressly disclaim all liability with respect to the Customer’s recording of telephone conversations. The Customer hereby agrees to fully, finally, and forever release, discharge, hold harmless, and fully indemnify TELUS and its Authorized Service Providers from and against any damages or liabilities of any kind related to the Customer’s recording of any telephone conversations using the VoIP Services.

Materials may be made available via the VoIP Services by third parties not within TELUS’ control. TELUS is under no obligation to review, and does not review, content transmitted, sent, or received using the VoIP Services for purposes of determining copyright infringement. However, TELUS reserves the right to terminate access to its VoIP Services if a user infringes on others’ copyrights.

TELUS Business Connect is partially powered by software and technology owned, licensed, and hosted by RingCentral Canada Inc. and its affiliates (collectively, “”). For additional TELUS Business Connect service terms, please see .

The VoIP Services may also be governed by the additional terms of certain software licenses, which are available here:

The VoIP Services may also be licensed under certain patents, which are available here:

The SMS features shall give the Customer:

(i) the ability to send and receive text messages from 10-digit local or long distance telephone numbers  in Canada only. SMS functionality to send and receive text messages to and from the United States phone numbers is not included but is available for purchase as an additional service; and 

(ii) access to SMS content and transaction logs via their TELUS Business Connect Mobile applications.

TELUS presently uses RingCentral to provide SMS capabilities to the Customer. Subject to obtaining TELUS’ consent, RingCentral currently subcontracts, and may in the future subcontract, some or all of its SMS-related obligations to different companies (the “”) that may or may not be legal affiliates of RingCentral.

TELUS does not collect or store any SMS content and transaction logs, and TELUS does not have any access to or control of such SMS content and transaction logs. SMS content and transaction logs are collected, stored and controlled by RingCentral or one or more of RingCentral’s Subcontractors until such time as RingCentral or its Subcontractor(s) deletes the SMS content and transaction logs pursuant to its record retention and destruction policies.

In addition to TELUS’ termination rights in Section A (General Terms and Conditions), the Customer understands and agrees that TELUS may immediately at any time, and without additional notice to the Customer, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the VoIP Services or Customer’s entire account if:

(a) TELUS determines that the Customer has created or caused to be created multiple free accounts.

(b) TELUS determines that the Customer has used a fraudulent credit card to pay for VoIP Services charges on its account.

(c) TELUS determines that the Customer has verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.

(d) The Customer has failed to respond to TELUS’ calls or e-mail attempts to contact the Customer about its account.

(e) TELUS determines that the Customer did not or shall not reasonably comply or cooperate with any applicable laws or regulations.

(f) TELUS or its Authorized Service Providers are ordered by law enforcement or other government agencies to suspend or terminate Service to the Customer’s account.

(g) TELUS determines that such action is necessary to protect, maintain, or improve the VoIP Services; to prevent fraud or misrepresentation by affirmative acts or omissions; to protect TELUS, its suppliers, its customers, or other third parties affiliated with TELUS; or for any other good cause.

Upon any termination or suspension of the VoIP Services or the Customer’s account, TELUS may immediately deactivate or delete the Customer’s account and all related information and files in the account or restrict any further access to such files, information, or the VoIP Services.

Neither TELUS nor any Authorized Service Provider or their respective Affiliates shall be liable to the Customer or any third party for any reason for terminating or suspending the Customer’s use or access to the VoIP Services.

TELUS makes no warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose and any similar warranty, whether said warranty arises under provisions of any law of Canada or any province thereof or any country. TELUS makes no representations or warranties that the VoIP Services are free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights (including patent and trade secret rights). The entire risk associated with the use of the VoIP Services shall be borne solely by the Customer.

TELUS makes no warranty on up-time, response times, latency, mean-time between failures, quality of service, or quality of voice or fax communications. TELUS expressly disclaims any warranty that the VoIP Services are appropriate for high-risk or other activities where failure of the VoIP Services could result in serious harm to persons or property.

TELUS makes no warranty that the VoIP Services shall meet the Customer’s requirements, or that the VoIP Services shall be uninterrupted, timely, secure, error free or that any defects in the VoIP Services shall be corrected. Neither TELUS nor Authorized Service Providers or their respective Affiliates are responsible for messages or information lost or misdirected due to interruptions or fluctuations in the VoIP Services or the Internet in general. Neither TELUS nor Authorized Service Providers or their respective Affiliates are responsible for the content or functionality of any third party network used in connection with the VoIP Services.

TELUS does not warrant the accuracy or reliability of the results obtained through use of the VoIP Services or any data or information downloaded or otherwise obtained or acquired through the use of the VoIP Services. The Customer acknowledges that any data or information downloaded or otherwise obtained or acquired through the use of the VoIP Services are at the Customer’s sole risk and discretion, and neither TELUS nor Authorized Service Providers and their respective Affiliates shall be liable or responsible for any damage to the Customer or its property.

No advice or information, whether oral or written, obtained by the Customer from TELUS, its Authorized Service Providers, or their respective employees, resellers, partners, or Affiliates or through or from the VoIP Services shall create any warranty not expressly stated in these terms and conditions.

Although TELUS employs reasonable efforts to ensure that voice-mails and fax transmissions are secure, TELUS makes no guarantees of security.

Some jurisdictions do not permit the disclaimer of certain implied warranties, so certain of the foregoing disclaimers may not apply. To the extent that TELUS cannot disclaim any such warranty as a matter of applicable laws, the scope and duration of such warranty shall be the minimum permitted under such laws.

The following additional use terms (the “Joint Additional Use Terms”) are between TELUS Communications Inc. and RingCentral Canada Inc., on the one hand, and each customer of the TELUS Business Connect software (a “Customer”) and its end users (each, an “End User”), on the other hand.

1. The Customer shall not (a) resell the Services; (b) tamper with or change the Services or any TELUS equipment or facilities; (c) abuse the Services or use them in a manner that interferes with any TELUS equipment or facilities, TELUS’ network, or the use of TELUS services by any other person; (d) use the Services in a manner that avoids the payment of any charges, or abuse any flat rate or unlimited use service plan offered by TELUS; or (e) use the Services in violation of any applicable law and regulations.

2. Each Customer and its End Users are subject to the follow acceptable use policy (the “AUP”), any breach of which shall be deemed a material breach of these Joint Additional Use Terms and may result in suspension or termination of the Customer’s TELUS Business Connect account.

2.1. Customer and its End Users may not exploit or harm minors (e.g., expose them to inappropriate content or ask for personally identifiable information without parental consent).

2.2. Customer and its End Users may not transmit any material that does or may infringe, misappropriate, or otherwise violate the intellectual property rights, rights of privacy, personality, or publicity, or any other rights of TELUS, its Third-Party Software providers, or any other third parties.

2.3. Customer and its End Users may not undertake, direct, attempt, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of TELUS Business Connect or any other software or hardware provided by TELUS or third parties and used in conjunction with TELUS Business Connect.

2.4. Customer and its End Users may not transmit any communication that would violate any applicable law or use TELUS Business Connect to facilitate any illegal activity.

2.5. Customers and its End Users may not use or employ methods or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid compliance with these Joint Additional Use Terms or applicable law.

2.6. Customer and its End Users may not defeat, disable, or circumvent any security mechanism related to TELUS Business Connect.

2.7. Customer and its End Users may not intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose, including, without limitation, by causing any TELUS Business Connect product or service to connect to any computer server or other device not authorized by TELUS or in any manner not authorized in advance in writing by TELUS.

2.8. Customer and its End Users may not allow any third party (with the sole exception of TELUS’ authorized maintenance providers acting with TELUS’ express, prior authorization) to use or execute any software commands that facilitate the maintenance or repair of any software or hardware used in conjunction with TELUS Business Connect.

2.9. Customer and its End Users may not engage in or allow traffic pumping or access stimulation of calls through TELUS Business Connect or any systems or networks thereof.