TELUS Corporate Mobility Customers - Terms and Conditions

These General Terms for Corporate Mobility Customers (the “General Terms”) form part of a Corporate Mobility Services Agreement entered into between Customer and TELUS for mobility services. References to “the Agreement” or “this Agreement” mean the Corporate Mobility Services Agreement including these General Service Terms. If there is any conflict between any of the documents which form the Agreement, such documents shall be interpreted in accordance with the following order of priority: Section D, the Corporate Rate Plans and Pricing, Section C, the Devices and Credits, Section B, the Service Terms and Conditions, these General Terms and Section A the Solution Details.

In these General Terms:

(a) “Affiliate” 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, (b) “Agreement Term” is the term of this Agreement specified in the Solution Details and further described in subsection 3 of these General Terms, (c) “CRTC” means the Canadian Radio-television and Telecommunications Commission, (d) “Customer” is defined in Section A, the Solution Details of the Corporate Mobility Services Agreement, (e) “Customer Device” is a wireless telecommunications device owned by the Customer, by a Permitted Affiliate, or by a Customer User, and used with the Services, such as a wireless phone, smartphone, subscriber identity module or “SIM”, tablet, PC card or modem, (f) “Customer User” is the directors, officers, employees and contractors of the Customer (the “Customer’s Users”, and individually, a “Customer User”), (g) “Device Balance” is defined in Section C of the Corporate Mobility Services Agreement, (h) “Device Term” is the period of time, which may extend beyond the Agreement Term, during which the Customer agrees to keep a Customer Device active on the TELUS networks and to pay a deactivation charge if the Customer Device is deactivated from the TELUS networks, and is further described in Section C of the Corporate Mobility Services Agreement, (i) “Effective Date” is defined in Section A of the Corporate Mobility Services Agreement, (j) “Existing Customer Device” means a Customer Device active on a TELUS network before the Effective Date, (k) “Minimum Commitment” is defined in subsection 1.2 of Section B of the Corporate Mobility Services Agreement, (l) “New Customer Device” means a Customer Device activated on a TELUS network on or after the Effective Date and during the Agreement Term, (m) “Rate Plan” is a set of charges and features for one or more of the Services, including the fixed monthly charge for access to the Service or a feature of the Service, the service features included with the fixed monthly charge, the number of minutes and megabytes included with the fixed monthly charge, and any additional charges that may apply, and “Add Ons” are Rate Plans for specific service features that may be added to another Rate Plan, (n) “Service” means any service listed in Section A of the Corporate Mobility Services Agreement, (o) “Services” means all of the services listed in Section A of the Corporate Mobility Services Agreement, (p) “TELUS” means TELUS Communications Company, (q) “Wireless Data Service” is a wireless communications service for the receipt and transmission of messages, data and other content and for Internet access, including uploading and downloading information and other content to and from the Internet, (r) “Wireless Voice Service” is a wireless communications service for the receipt and transmission of voice calls and text messages, and (s) “Wireless Voice and Data Services” refers to both Wireless Voice Service and Wireless Data Service.

Other capitalized words and expressions are defined elsewhere in this Agreement.

TELUS agrees to provide the Customer with the Services for use on the Customer Devices

This Agreement applies to Services for all Customer Devices active on the TELUS networks before the Effective Date and all Customer Devices activated on the TELUS networks after the Effective Date and during the Agreement Term.

At the end of the Agreement Term, if the Customer has not signed a new agreement with TELUS for wireless communication services, TELUS will continue to provide the Services after the Agreement Term on the terms and conditions in this Agreement, except that:

(a) the terms and conditions in Sections B, C and D relating to the activation of Customer Devices, or the purchase or upgrade of any devices, including any rates, charges and prices for any new activations, device purchases or upgrades, do not apply, (b) TELUS may change any of the charges for the Services and any other terms and conditions of this Agreement by giving 30 days’ advance notice to the Customer, (c) either TELUS or the Customer may terminate any Service by giving 30 days advance notice to the other, and (d) if any Customer Device has a Device Term that extends beyond the Agreement Term, subsection 1.1 of Section B continues to apply to that Customer Device until the end of the Device Term despite subparagraph (b) above and without being subject to TELUS’ rights regarding the Minimum Commitment, and TELUS shall not terminate the Services for that Customer Device under subparagraph (c) above until after the Device Term.

This Agreement does not apply to the sale of any Customer Device, except to the limited extent that certain pricing terms included in this Agreement may be made available to the Customer if the Customer does purchase devices from TELUS or an authorized TELUS dealer during the Agreement Term.

The Services are provided within TELUS’ coverage areas, which include most populated areas in Canada. Outside of Canada, TELUS provides access to roaming service provided by other service providers. TELUS’ coverage areas and roaming coverage areas depend on the availability of network facilities and may change from time to time without notice.

When a Customer User or any person using a Customer Device is roaming outside of Canada, the Customer is responsible for all applicable roaming charges, and is subject to the terms and conditions of service (including limitations of liability) imposed by the service provider providing the roaming services. The Customer is not responsible for charges that are not billed within 180 days from the date the roaming charges were incurred.

The Customer shall use the Services:

(a) in compliance with law, and (b) in compliance with TELUS’ Acceptable Use Policy, published at telus.com/aup, and with any other policies or rules published by TELUS or directions communicated to the Customer by TELUS.

The Customer shall not:

(c) use the Services for continuous data transmission or broadcasts, automatic data feeds or automated machine to machine connections, or for any other application or purpose that uses excessive network capacity or may otherwise adversely impact other users of TELUS’ networks or services, (d) use the Services to send any message, data or other content that is illegal, defamatory, or violates the rights of other persons, (e) engage in any activity that could compromise the security of or disrupt or interfere with the Services, any network or computers on the Internet, or that could interfere with the services of any Internet access provider, or (f) copy or change any signalling, identification or transmission function or component of the Services or any Customer Device or equipment used with the Services, including the MIN, ESN, APN, IMEI, IMSI, MSISDN, domain name and other numbers or authentication information, or permit anyone other than an authorized TELUS representative to do so.

The Customer is responsible and will be liable to TELUS for:

(a) all access to and use of the Services, including use that breaches this Agreement, by any person through the Customer Devices or any other device if the Customer has permitted Services for that device to be activated under this Agreement, even if the use is not authorized by the Customer, (b) all charges for the use of the Services arising from a lost or stolen Customer Device up to the time that the loss or theft is reported to TELUS customer service, and (c) all loss and liability incurred by TELUS resulting from any claim made against TELUS in connection with the Customer’s Devices or access to or use of the Services described in subparagraphs (a) or (b).

The Customer is responsible for any online purchases from another entity made using the Services through the Customer Devices and charged to the Customer’s account. TELUS only provides billing services and a means of payment to other entities for online purchases, and TELUS will not be responsible for the product or service provided.

The Customer is responsible for the selection, supply, installation, configuration, maintenance, and security of all Customer Devices, applications, software, data, and services necessary for use or used in conjunction with the Services, including any maintenance and software updates necessary to meet TELUS standards that may apply in order to access and use the Services. TELUS may, at its discretion, change such standards from time to time. The Customer shall only use Customer Devices that are compatible with the Services.

The Services may be used by the Customer’s Users. The Customer shall not, without TELUS’ advance written consent:

(a) permit persons other than a Customer User to use the Services or activate Services under this Agreement, (b) permit anyone to activate Services under this Agreement for devices other than Customer Devices, (c) resell the Services to or share the Services with any other persons, (d) provide Internet access or any other feature of the Services to any other persons, (e) receive a charge or benefit for the use of the Services, or (f) use the Services for anything other than the Customer’s own business use.

Only the Customer representatives listed in a notice from the Customer to TELUS are authorized to activate Services for Customer Devices under this Agreement and give instructions to TELUS regarding Services provided to the Customer’s Users, including changes to Rate Plans and features, but if the Customer does not give such a notice to TELUS, TELUS may rely on the apparent authority of the Customer's Users to activate Services for Customer Devices under this Agreement and give TELUS instructions with respect to their own use of the Services.

Each month, TELUS will bill the Customer for, and the Customer shall pay, the charges for the Services as specified in this Agreement and in the Rate Plan(s) selected by the Customer for each Customer Device, and all government charges and applicable taxes relating to the Services. 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 3% per month (compounded to 42.58% 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 30 days’ advance notice to the Customer.

If not disputed by the Customer within 60 days of the date of the bill, all of the charges or other amounts in a bill will be deemed to be correct.

TELUS has the right, but not the obligation, to monitor or log any TELUS Internet site or use of the Services when required by law or by a court or other lawful authority, or when necessary to enhance operating efficiencies and to protect TELUS and its customers from spam, malicious content and other unlawful activity. TELUS has the right to remove or block access to any Internet capability or data available or transmitted through the Services that TELUS, at its discretion, determines to be in breach of this Agreement.

TELUS monitors its networks to keep them running continuously. However, TELUS may temporarily suspend or restrict the Services to maintain, restore or repair a TELUS network. Also, to ensure fair network access to all users, TELUS may manage network resources using methods including:

(a) allocating bandwidth, which may limit the availability or speed of data service, (b) filtering for spam and malicious content, which may occasionally result in unintended blocking of inoffensive content, and (c) restricting the network access available to specific transmission protocols.

A description of TELUS’ network management practices is available at mobility.telus.com/optimization.

Wireless telecommunications are delivered by radio waves and are subject to factors that cannot reasonably be controlled, including environmental conditions, network capacity and equipment limitations, and emergency and public safety requirements. TELUS does not guarantee timely, secure, error-free or uninterrupted Services or receipt of messages, data or content sent through TELUS’ networks, the networks of other companies, or the Internet. The Services are provided on an “as is” and “as available” basis. Warranties, representations, and conditions do not apply to the Services and are excluded, to the extent permitted by law.

To maintain or improve the Services or for other business reasons, TELUS may make changes to TELUS’ networks and other facilities, and may suspend, restrict, or modify the Services without notice to the Customer. TELUS may terminate a Service, or any part of a Service using unique network facilities or infrastructure, by giving at least six months’ advance notice to the Customer if:

(a) TELUS is ceasing to operate the network facilities or infrastructure used to provide the Service or part of a Service, or (b) TELUS is ceasing to provide the same service generally to its customers.

If TELUS terminates a Service or any part of a Service under this subsection and does not make an alternate service with substantially similar functionality available to the Customer on terms that include a promotional incentive to use the alternate service, the Customer will not be required to pay any deactivation, cancellation, or termination charges or any amounts for credit and investment returns as a result of the termination of the Service or any part of it, despite any other provision of this Agreement.

TELUS may restrict or suspend some or all of the Services, or terminate this Agreement and deactivate all of the Customer Devices from the TELUS networks, by giving notice to the Customer, if the Customer:

(a) breaches any provision of this Agreement and does not remedy the breach within 10 days after receiving notice of the breach, or (b) has a receiver or trustee in bankruptcy appointed for it, is the subject of bankruptcy, receivership, or liquidation proceedings that continue for 30 days, makes an assignment or takes other action for the benefit of its creditors, or is wound up or dissolved.

If Services are restricted or suspended and the reason for the restriction or suspension continues for 30 days from the date notice of the restriction or suspension was given to the Customer, TELUS may terminate this Agreement and deactivate all of the Customer Devices from the TELUS networks, by giving notice to the Customer.

On the deactivation of any Customer Device before the end of the Device Term for any reason, including a request by the Customer to port a number to another carrier, or on any termination of the Agreement before the end of the Agreement Term, the Customer shall pay, notwithstanding Article 2129 of the Civil Code of Québec (if applicable):

(c) all outstanding charges for the Services up to the termination or deactivation date, and (d) all deactivation, cancellation, and termination charges and all amounts payable for credit and investment returns in Sections B and C of the Corporate Mobility Services Agreement.

Deactivation, cancellation, and termination charges and credit and investment returns are liquidated damages. The Customer acknowledges that such charges and amounts are a pre-estimate of the damages TELUS will sustain as a result of the early deactivation of the Customer Device, and are not a penalty.

TELUS is not responsible for and will not be liable to the Customer for:

(a) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted from the Customer’s property or premises or recorded by the Customer Devices or other equipment or TELUS’ equipment, (b) damages arising from any act, default, omission, or negligence of the Customer, the Customer’s Users or any other person in relation to the use or operation of Customer Devices or equipment provided by TELUS, (c) damages arising from the transmission of material or messages over TELUS’ networks on behalf of the Customer or the Customer’s Users, which is in any way unlawful, (d) any act, omission or negligence of other entities or communications systems in relation to the provision of the Services, when the facilities of such other entities or communications systems are used to establish connections to or from facilities and equipment controlled by the Customer, or (e) in relation to content, applications, products, or services provided by other persons or entities accessed or used by the Customer or the Customer’s Users when using the Services.

TELUS will not be liable to the Customer for any loss of profits or business, failure to realize expected savings, loss of or damage to messages, data or content, loss of good will or reputation, or for any consequential or indirect damages, arising from or relating to the Services or this Agreement. This exclusion applies even if TELUS could reasonably foresee or has been advised of the possibility of such losses, failure, or damages. Except as provided below with respect to the provision of emergency services on a mandatory basis, TELUS’ entire liability for all claims arising from or relating to the Services or this Agreement is limited to an amount equal to one month of charges paid by the Customer, calculated as an average over the three month period immediately preceding the first event that gave rise to any claim by the Customer against TELUS arising from or relating to the Services 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.

TELUS’ liability for negligence relating to the provision of emergency services on a mandatory basis , except in cases where negligence on the part of TELUS results in physical injury, death or damage to the Customer's property or premises, is limited to the greater of twenty dollars and three times the amount the Customer would otherwise be entitled to receive as a refund for the provision of defective Services under this Agreement.

The exclusions and limitations of liability in this subsection:

(i) apply whether the claims were made in contract, tort (including negligence), statute, or otherwise, (ii) extend to the benefit of third party providers of audio or audiovisual programming services delivered to a Customer Device through the Services, and (iii) do not apply in cases of deliberate fault, gross negligence, anti-competitive conduct, or breach of contract resulting from gross negligence, on the part of TELUS in the provision of mandatory emergency service to the Customer.

In relation to all telecommunications services provided by TELUS, 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:

(a) the Customer or a person who in the reasonable judgement of TELUS is seeking the information as an agent of the Customer, (b) another telecommunications company provided the information is required for the efficient and cost-effective provision of telecommunications service and the disclosure is made on a confidential basis with the information to be used only for that purpose, (c) a company involved in supplying the Customer with telecommunications 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, (d) an agent retained by TELUS to evaluate the Customer’s credit or collect the Customer’s account, provided the information is required for and is to be used only for that purpose, (e) a public authority or agent of a public authority, if in the reasonable judgement of TELUS it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information, (f) a public authority or 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, (g) an Affiliate involved in supplying the Customer with telecommunications and/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, or (h) a law enforcement agency if TELUS reasonably believes that the Customer or anyone using a Customer Device is engaged in fraudulent or unlawful activities against TELUS.

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.

The Customer consents to:

(i) the exchange of credit information with credit agencies and with TELUS Affiliates, including disclosure of information about the Customer’s payment history with TELUS and obtaining information about the Customer’s credit history, (j) the presentation of its caller identification information when using the Services, (k) the disclosure of Customer information to persons providing services to TELUS, for the purpose of providing the Services to the Customer, and (l) the exchange of account and usage information with TELUS Affiliates or dealers, for the purpose of providing the Services to the Customer or offering related products and services to the Customer.

This Agreement, all information provided by TELUS to the Customer in connection with the Services or this Agreement, including communications between the Customer and TELUS in connection with the negotiation of this Agreement, the charges for the Services, and all bills sent to the Customer are confidential information of TELUS. The Customer shall not disclose any TELUS confidential information to any person other than the directors, officers, and employees of the Customer without the advance written consent of TELUS and without obtaining legally binding commitments from the person receiving the information restricting any further disclosure and protecting the confidentiality of the information. The Customer shall only use TELUS confidential information to exercise its rights or perform its obligations under this Agreement.

The obligations in this subsection do not apply to information required to be disclosed by law or by a court or other lawful authority, provided that the Customer promptly notifies TELUS of the requirement to disclose and cooperates with TELUS to limit or avoid such disclosure by any lawful means.

The obligations in this subsection will survive the expiration or termination of this Agreement for a period of three years.

Subject to the Customer’s right to port a number to another carrier, the Customer does not own or have any property rights in any phone number, IP address, domain name, e-mail address or any other identifier assigned to the Customer for use with the Services, TELUS may change any such identifiers, without liability, by giving advance notice to the Customer.

TELUS and the Customer shall use mediation and arbitration to resolve disputes between them arising from or relating to the Services or this Agreement, including disputes arising from or relating to any Customer Device, sales materials or advertising relating to a Customer Device or the Services or relationships with other persons arising through use of the Service, whether the dispute is based in contract, tort (including negligence), statute, or otherwise. If the business representatives of the parties have not been able to resolve any such dispute, in order to proceed with the dispute a party must submit the dispute to private and confidential mediation before a single mediator. If the dispute is not resolved after mediation, in order to proceed with the dispute a party must submit the dispute to private and confidential arbitration before a single arbitrator. Mediation and any arbitration will take place in the city and province in the Customer’s billing address in the Solution Details 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 will be final and binding on the parties, and the parties will have no rights of appeal. The decision may be enforced by court proceedings.

This subsection does not apply to the collection of any amounts owing to TELUS or any injunction application, except that in the case of an injunction application, the parties shall use mediation and arbitration to resolve the dispute that led to the 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 subsection restricts or intends to restrict the rights or powers of any administrative authority with jurisdiction over TELUS or the Services.

. The headings in this Agreement do not affect the interpretation of any provision of this Agreement. All dollar amounts in this Agreement refer to Canadian currency. The words “including” and “includes” mean “including without limitation” and “includes without limitation”.

. The Customer shall not assign this Agreement or any part of it without the advance 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 its rights and obligations under this Agreement or the Services without notice to or consent of the Customer. This Agreement ensures to the benefit of and binds the successors and permitted assigns of TELUS and 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.

. If any part of this Agreement is void, prohibited or unenforceable, this Agreement is to be construed as if that part had never been part of the 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 may change any terms and conditions of this Agreement, by giving 30 days advance notice to the Customer, to comply with any CRTC order or decision or when otherwise required by law or by a court or other lawful authority. 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 Solution Details, without regard to that province’s choice of law rules. Venue and jurisdiction will be in that province.

. 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 Customer and TELUS, and supersedes all written and oral communications and agreements between them, concerning the Services made before this Agreement came into effect. Changes to this Agreement must be agreed to in writing and signed by parties to be effective, except as stated elsewhere in this Agreement.

. The parties acknowledge that they have expressly required that the present contract and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent contrat et tous les documents connexes soient rédigés en langue anglaise.

. Unless explicitly provided otherwise in this Agreement, to be effective, notices under this Agreement and notices of and requests for mediation and arbitration must be given in writing to the other party’s notice address by commercial courier with proof of delivery, fax, personal delivery, email or registered mail. The Customer’s notice address, email and fax number are its billing address and fax number in the Solution Details. TELUS’ notice address and fax number for any notice of or request for mediation or arbitration is 510 W Georgia Street, Floor 7, Vancouver B.C. V6B 0M3, 604-439-1261. All other notices may be provided by email to the TELUS Representative at the email address in the Solution Details. Notices and requests delivered personally, by email, or by commercial courier or fax will be deemed to have been received on the day of delivery. Notices and requests sent by registered mail will be deemed to have been received four days (excluding Saturdays, Sundays and statutory holidays in Alberta, British Columbia and Ontario) after the date of mailing.