TELUS Partner Hub Services Terms

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# 1.0 TELUS Partner Hub Services
## 1.1 General Description
The terms in this section apply to TELUS Partner Hub Services. TELUS Partner Hub Services offer information technology solutions in a combination of managed services and/or professional services as detailed in a Statement of Work, also referred to as “SOW”, signed by both parties. The signed SOW will become part of this agreement and will take precedence over General Terms and Service Terms, should a conflict exist. TELUS Partner Hub Services will be performed by TELUS personnel and/or our partners’ personnel. The partners used to provide TELUS Partner Hub Services are TELUS’ subcontractors.

__## 1.2 Service Elements and Features
Service Elements__

We provide a portfolio of service elements within our Partner Hub Services, including Professional Services, Managed Services, and Transition Services. We will perform Partner Hub Services as an independent subcontractor and no employment relationship is or will be created between you and us, or between you and any of our personnel.

__Professional Services__

Professional Services are generally provided on a project basis. We will provide you the Professional Services you selected and agreed to within the SOW. The SOW identifies our service scope, your responsibilities and any assumptions or prerequisites, as well as controls and acceptance criteria.

__Transition Services__

Transition Services are generally provided in association with Managed Services. We will provide you the Transition Services you selected and agreed to within the SOW. The SOW identifies our service scope, your responsibilities and any assumptions or prerequisites as well as acceptance criteria.

__Managed Services__

Managed Services are provided over a service period. We will deliver these Managed Services once Transition Services are completed and accepted by you. The SOW identifies the services scope, the service performance, your responsibilities and any assumptions or prerequisites.

__Features__

Any applicable service features you selected are identified within the SOW, including associated feature attributes and specifications.

__Statement of Work__

The SOW will identify the TELUS Partner Hub Services you have selected. We will perform services adhering to the service scope within the SOW.

## 1.3 Installation and Infrastructure
__Installation__

Any applicable installation services associated with the TELUS Partner Hub Services you selected are described within the SOW.

__Infrastructure__

Unless otherwise set out in the SOW, the provision of the TELUS Partner Hub Services does not include any infrastructure component.

## 1.4 Yours Responsibilities
__Use__

You must comply with any additional service terms identified within the SOW.

__Resources__

You must:

Identify in writing, a person to be your single point of contact, who will act and communicate on your behalf, or to resolve any conflicting requirements associated with the TELUS Partner Hub Services;
Provide us your technical points-of-contact who have working knowledge of your enterprise and infrastructure, as we perform the TELUS Partner Hub Services.
Provide us with the support and assistance reasonably necessary in order for us to perform the TELUS Partner Hub Services, including any information related to a third party and other service providers involved in the environment in which the TELUS Partner Hub Services will be provided.
Information

You must provide or develop the information and documentation identified in the SOW and assure any information provided to us is complete and accurate;

__Devices__

During the service period, you must replace or upgrade promptly any of your devices that no longer meet the supportability requirements for the Managed Services you have selected.

## 1.5 Specific Conditions
__Intellectual Property__

You own all right, title and interest in and to any information, data, and material you are required or responsible to provide us in order for TELUS to perform the TELUS Partner Hub Services as defined in the SOW. You must provide us with the necessary rights on such information, data, and material to allow us to perform the TELUS Partner Hub Services. Upon payment of the charges for a TELUS deliverable and all services performed to produce the deliverable, we grant you, for your internal use only, a perpetual, non-exclusive, non-transferable, royalty-free license to use the deliverable provided as part of the TELUS Partner Hub Services.

__Resources__

You acknowledge we have full discretion as to the resources and personnel to be used in providing the TELUS Partner Hub Services, and without limitation we may at any time replace any subcontractor assigned to the performance of the TELUS Partner Hub Services.

__Warranty on Deliverables__

We will perform TELUS Partner Hub Services using qualified personnel and in a professional manner. Upon completion and your receipt of any deliverable as defined in the SOW (if any), we warrant the deliverables will substantially conform to the scope set out in the SOW.

If you notify us within five business days following either receipt of the notice of completion or of the deliverables, that any deliverables do not substantially conform to the scope set out in the SOW, we shall make reasonable efforts to perform the services again to the extent required to correct the non-compliance, provided the non-compliance was not caused or contributed to by you.

__Service Limitations__

We will not be responsible nor liable for any damages or other amounts arising from

delays in the performance of TELUS Partner Hub Services, or failure to meet any dates in a SOW;
our performance of the services or relating to any failure of the deliverables to conform to the specifications in the SOW. The re-performance of the services and deliverable is our only obligation and entire liability, and your only remedy in such case.
Service period

If a service period applies to the TELUS Partner Hub Services, such will be set out in Your Services & Summary Charges and further detailed in the SOW.

## 1.6 Service Performance
__Target__

The SOW will define any applicable service performance targets in association with the service you selected, if any.

## 1.7 Charges
__Travel and Expenses__

Unless stated within the SOW, we will charge you for all reasonable and necessary travel and expenses incurred while performing the services, providing you approved in advance these charges in writing.

We will charge you for the actual amount of any such expenses (including time for travel), and except for government charges and applicable taxes, shall not add any profit or additional amount to the travel and expense charges.

__Fixed Price__

TELUS Partner Hub Services provided at a fixed price are delivered over a defined period of time and are subject to a service period indicated in Your Services & Summary Charges and in the SOW.

__Monthly Fixed Charge__

Partner Hub Services monthly fixed charge will be subject to the provisions within the SOW. The prices for Managed Services are based on your environment as known by us at the time of execution of the SOW. If the volumes, consumption factors, or requirements change, we will adjust the monthly fixed charge to reflect these changes.

__Monthly Variable Charge__

TELUS Partner Hub Services monthly variable charge will be identified within the SOW, if any.

## 1.8 Changes
__Assumptions__

You agree to meet or negotiate with us, in good faith, equitable changes to the SOW, service performance, and/or charges as appropriate in the event assumptions within the SOW are found to be incorrect.

__Amendments__

During the service period, any change to the TELUS Partner Hub Services shall be mutually agreed upon by the parties under an amendment or change order to the existing SOW.

## 1.9 Service Cancellation
__Professional Services__

During the service period, you will provide us two (2) weeks advance written notice to cancel any TELUS Partner Hub professional services. All unpaid charges up to the cancellation date, plus any charges detailed in the SOW, will be charged to you.

__Transition Services Amortized__

In the event you cancel TELUS Partner Hub Services during the service period, any remaining amortized or unpaid charges for the Transition Services as identified in the SOW will become due immediately.

__Service Provider Change__

In the event you cancel TELUS Partner Hub Services and migrate to an alternative service provider, all assistance you request of us will be subject to our then applicable professional services rates.

__Managed Services__

When your Managed Services are cancelled, we calculate the service cancellation charge using the table below. The service cancellation charge is a percentage of the total monthly fixed charges remaining for the service period after cancellation.

<table><tr><td>__Month of the service period at which cancellation occurs__</td><td>__% of monthly fixed charges for the remaining service period after cancellation__</td></tr><tr><td>0 – 24 months</td><td>100%</td></tr><tr><td>25 – 60 months</td><td>50%</td></tr></table>

Service Terms - TELUS Partner Hub services

Service terms (legal) pertaining to TELUS Partner Hub services