Business Connect terms & conditions

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

You acknowledge and agree that:

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

2. 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. Your continued use and enjoyment of the Services after any amendment of the Service Terms shall be deemed to constitute your acceptance of such amended Service Terms.

1. Service Description.

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

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

·         1 main Business number (local);

·         Toll Free number

·         Unlimited Canada/U.S. long distance calling;

·         Directory listing; (BC and Alberta only);

·         a Mobile Application (as defined in Subsection A.1 below); and

·         short message service (“SMS”).

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

·         1 main Business number (local);

·         Unlimited Canada/U.S. long distance calling; and

·         SMS.

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

(A) TELUS Business Connect Basic Edition Primary User consists of the following Service:

Voice:

·         1 main Business number (local);

·         Toll Free number;

·         Unlimited Canada/U.S. long distance calling;

·         Directory listing; (BC and Alberta only);

(B) TELUS Business Connect Basic Edition Office User consists of the following Service:

·         1 main Business number (local); and

·         Unlimited Canada/U.S. long distance calling

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

Voice:

·         1 main business number (local);

·         Toll-free ($0.07/min);

·         1 Fax number;

·         Unlimited Canada/U.S. long distance calling;

·         Audio conferencing;

·         Softphone;

·         Mobile Integration; and

·         SMS.

Data (if purchased):

·         1 Wireless Unmanaged High Speed Internet back-up (SmartHub) – 1 GB non shared data.

Additional Users may be added to TELUS Business Connect.

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

·         1 main Business number (local);

·         1 Fax number;

·         Unlimited Canada/U.S. long distance calling; and

·         SMS.

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

Internet and VoIP Add-ons:

·         Static IP (Western regions);

·         Additional HSIA (Western regions);

·         Vanity Toll Free; and

·         1-800 numbers.

·         TELUS Business Connect Rooms

·         Large Meetings

·         Live Reports

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

Subsection A.1

The VoIP Phone Services

The Service Terms and Conditions in this Subsection are applicable to VoIP Services specified in the Agreement and govern all use of the VoIP Services, including any web pages or web sites 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 do not apply to TELUS Business Connect’s Mobile Edition:

·         Section 3 (Service Demarcation);

·         Section 4 (Internet Protocol Telephony Readiness Assessment);

·         Section 13 (Equipment Return Policy); and

·         Section 15 (Call Recordings).

1. Service Description.

1.1 VoIP Services are voice communication services provided over Internet Protocol (“VoIP”) by connecting an IP telephony device or application running on a personal computer to the Internet (for example, through your local area network (“LAN”)) or by using an application running on your mobile device with Internet access (the “Mobile Application”) up to the public switched telephone network (“PSTN”), 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 you (the “Voice Manager” portal).

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

1.3 TELUS grants you 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 your account, subject to all the other terms of this Agreement. Accordingly, if you want to allow multiple users to use the VoIP Service, you must purchase at least one VoIP line for each user.

1.4 You shall only use devices that are compatible with VoIP Services. Your devices and the software that you use 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 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, you are solely responsible for updating and maintaining your devices and any software you use in conjunction with VoIP Services as necessary to meet TELUS’ standards.

2. Service Registration Procedures.

Upon signing up for the VoIP Services and at subsequent times as requested by TELUS, you agree to provide to TELUS with your 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 line, e-mail address, contact phone number, credit card information, and other data which may be necessary to administer its VoIP Services profile (collectively, “Registration Data”). You represent and warrant that the Registration Data you provide is accurate, current, and complete, and agree to promptly update any of the Registration Data if it changes. If you provide 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 you.

3. Service Demarcation.

For VoIP Services accessed through TELUS IP networks connectivity, the VoIP Services point of demarcation is the IP-Networks customer interface unit (“ CIU”). 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.

4. Internet Protocol Telephony Readiness Assessment.

An IP telephony readiness assessment, conducted by TELUS on a time and material basis, is strongly recommended prior to TELUS’ provisioning VoIP Services. The IP telephony readiness assessment determines whether the applicable portion of your network is capable of supporting the minimum requirements for the provision of VoIP Services. Any costs associated with upgrading your network infrastructure, connectivity or related charges resulting from such assessment are your sole responsibility.

5. Moves, Adds and Changes.

5.1 You may, from time to time and subject to receiving a reply confirmation from TELUS each time, order additional VoIP Phone lines, phones, or Office Phone optional services, or request moves, adds and changes (collectively, “MACs”) in respect of Office Phone Services, by (i) contacting TELUS via email, or (ii) signing an amendment or change order to your Agreement. By continuing to use the VoIP Services after TELUS has confirmed the additions or MACs to you, you are deemed to have accepted the additions or MACs.

5.2 You may also perform self-service activities on the Voice Manager portal, including maintaining user passwords and PINs and the assignment or reassignment of devices amongst your users (where applicable).

5.3 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. You acknowledge and agree that certain MACs may necessitate changes by you to your network and connectivity and those changes may impact the delivery interval.

6. Your Responsibilities.

6.1 VoIP Services do not include any connectivities to access the VoIP Services. You 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 (“QoS”). When VoIP Services are provided through TELUS IP-Networks connectivity, you 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. You further acknowledge that the VoIP Services shall not ensure any level of QoS when you access the VoIP Services on another network (e.g., through another Internet connection or a cellular network). You shall ensure that your network and connectivity meet the minimum requirements for VoIP Services given their service usage levels. You acknowledge and agree that failure to ensure that your network and connectivity continue to meet the minimum requirements for VoIP Services may impact the quality of VoIP Services.

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

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

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

6.5 For each Service assigned, TELUS shall provide you with Voice Manager portal access and you 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.

6.6 You shall:

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

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

(iii) immediately notify TELUS of any unauthorized use of your 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.

6.7 In no event shall TELUS or any Authorized Service Provider or their respective Affiliates be liable for any unauthorized use of your account.

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

7. Your Representations and Warranties.

You represent and warrant that:

(i) You have 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;

(ii) You shall not use, and shall ensure your 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;

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

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

8. Transfer Authorization.

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

9. Restrictions and Service Limitations.

9.1 VoIP Services shall be reserved strictly for your internal use. Your internal use may include the use by your Affiliates, provided that you remain 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 (“CRTC”) from time to time.

9.2 VoIP Services are intended for your general business use 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.

9.3 In addition, the VoIP Services are not intended for use as a repository or means by which to store information that falls within the definition of “personal health information” (“PHI”), as defined under the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”) on a non-temporary basis, and TELUS specifically disclaims any express or implied warranty of fitness for use of the software applications or Service for such purpose. Furthermore, the VoIP Services are not intended for use by any entity that falls within the definition of “health information custodian” or “agent” under PHIPA, or is otherwise subject to PHIPA (a “PHIPA-covered entity”) as a means by which to transmit, receive, or store PHI. TELUS specifically disclaims any express or implied warranty of fitness for use of the software applications or VoIP Services by a PHIPA-covered entity to transmit, receive, or store PHI.

9.4 You 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 Services, toll charges, usage-based service charges, and other long distance charges are your responsibility and are payable in addition to the charges for VoIP Services.

9.5 Other than 911 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.

9.6 In providing VoIP Services and the Mobile Application, TELUS makes no representations or warranties with respect to (a) the availability or security of your network connected to the Internet or any computers, software, hardware, devices, networks, or components under your 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 you (collectively, “Your Components”). You acknowledge and agree that you are solely responsible for the availability and security of your network that is connected to the Internet or Your Components. When VoIP Services and the Mobile Application are provided through the Internet or through use of Your Components, you acknowledge and agree that the performance of the VoIP Services and the Mobile Application may vary based on the quality of the Internet connectivity, including any cellular network used by you to access the Internet, or the use of any of Your Components.

9.7 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 you for such assistance. TELUS shall provide you 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.

10. Use Policies.

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

10.2 You shall not, and you shall ensure that your 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 you or your 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 you any applicable fees for the VoIP Services used plus damages caused by your improper use as well as applicable termination charges specified in this Agreement.

10.3 In addition, you shall comply, and shall ensure your users comply, with TELUS’ Acceptable Use Policy and IP address policy, published at www.telus.com/aup (“AUP”). TELUS may, in its sole discretion, change the AUP at any time, and publishing the revised AUP at www.telus.com shall be sufficient notice of the changes to you.

10.4 Prohibited uses include:

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

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

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

(iv) 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.

(v) Creating a false caller ID (“ ID spoofing”) 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.

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

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

(viii) 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.

(ix) 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.

(x) Using or employing methods or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy. (xi) Using the VoIP Services to store PHI on a non-temporary basis.

(xii) (If you are a Healthcare Information Law Covered Entity) using the applications or Services to transmit, receive, or store PHI.

10.5 You further understand and agree that:

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

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

(iii) You 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.

(iv) Your 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 you shall comply with all such laws and regulations.

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

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

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

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

(iv) Are issued on a “ one (1) user per line basis,” meaning that only one registered user may be assigned to use the VoIP Services for any one line.

10.7 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):

(i) Trunking or forwarding your 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.

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

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

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

10.8 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 your account or, upon prior notice, convert the VoIP Services to a metered calling plan that charges significantly higher usage rates.

11. 911 Calls.

11.1 Definitions.

In these Service Terms and Conditions:

(i) “ Automatic Location Identification” or “ALI” 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 (“ILEC”) database and automatically transferred to the PSAP (as defined in Section 11.1(v)) along with each incoming 911 call.

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

(iii) “ Basic 911 service” 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:

(i) may provide the PSAP with the caller’s telephone number,

(ii) does not provide the PSAP with the caller’s location information, and

(iii) is effective only if the caller communicates his/her location to the PSAP.

(iv) “ Enhanced 911 service” or “E911 service” 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.

(v) “ Public Safety Answering Point” or “PSAP” refers to a specialized emergency call answer centre for all 911 calls within a specific geographic area.

11.2 General.

(i) In order to avoid the effect of certain limitations of VoIP Services, you acknowledge and agree that you are responsible for, and have been advised by TELUS to implement, at your 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.

(ii) For VoIP Service provided through IP telephones, you acknowledge and agree that the functionality of 911 services is dependent on the IP telephone on your 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, you shall notify TELUS of the move and provide TELUS with the details of the new location.

(iii) 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.

11.3 911 Charges.

(i) 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.

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

11.4 Calls to 911.

(A) Through the Mobile Application:

(i) The Mobile Application transfers calls to 911 to the mobile device’s native dialer whenever possible. The 911 service provided by the mobile service provider for the mobile device will be used if it is available.

(ii) When native mobile voice service is not available (or not supported, for example, on tablets), but Wi-Fi or mobile wireless data is available, the Mobile Application will follow the process outlined below.

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

(i) The VoIP Services’ 911 service has certain limitations relative to Enhanced 911 service that is available with traditional telephone service

(ii) Unlike Enhanced 911 service, when a call is made to the 3-digit emergency telephone number 911 using the VoIP Services, the caller’s physical location must be verbally provided in order to connect the caller to the correct PSAP.

(iii) When a call is made to 911 using VoIP Services, TELUS routes the call to a TELUS operator. The TELUS operator attempts to confirm the physical location of the caller. In order to connect the caller with the correct PSAP, the caller must provide the caller’s physical location to the TELUS operator.

(iv) Once the caller provides the TELUS operator with the physical location, the TELUS operator connects the caller to the appropriate PSAP. The caller must provide the PSAP with the calling telephone number and physical location in order for the PSAP to dispatch any required emergency services to the correct physical location. The caller shall stay on the line with the TELUS operator and the PSAP unless otherwise instructed.

11.5 Non-availability of VoIP Services.

You acknowledge and agree that calls to 911 using VoIP Services shall not function in certain instances.

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

(i) The VoIP Services, including the ability to call 911, shall not operate until power is restored, and

(ii) prior to utilizing VoIP Services, the Service Components or your facilities or equipment utilized in conjunction with VoIP Services may have to be reset.

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

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

(iv) 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.

(v) 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.

11.6 Network Congestion.

You acknowledge and agree that:

(i) 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

(ii) 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.

11.7 Acknowledgement.

You acknowledge and agree that you have 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. You acknowledge that you have read and understand and agree to the terms and conditions in this Clause 11 regarding calls to 911 using VoIP Services.

11.8 Your responsibility to Inform Users.

You 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.

11.9 Liability and Indemnification.

(i) Neither TELUS, nor its Affiliates, nor their respective officers or employees may be held liable for any claim, damage, or loss, and you waive 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.

(ii) Notwithstanding any other provisions in this Agreement as it relates to VoIP Services, you shall:

(i) indemnify and hold harmless TELUS, its Affiliates, and their respective directors, officers, employees and agents from and against any and all manner of liabilities, awards, claims, demands, suits, proceedings, actions, causes of actions or other claims which may be brought or made against TELUS or such persons, or which TELUS or such persons may become subject to; and

(ii) be liable to TELUS, its Affiliates, and their respective directors, officers, employees and agents for any and all losses, costs, charges, damages and expenses whatsoever (and without limiting the generality of the foregoing, any direct losses, costs, damages and expenses of TELUS or such persons, including costs as between a solicitor and his/her own client) which TELUS or such persons may sustain, pay or incur as a result of, arising out of, or in connection with:

(1) the absence, failure or outage of VoIP Services, including 911 dialing, caused by you or any third party;

(2) your inability or the inability of any user of VoIP Services to dial 911 or to access emergency service personnel;

(3) the absence, failure or outage of Internet voice applications, including 911 dialing, caused by you or any third party;

(4) any misroutes of 911 calls including your users or users of VoIP Services failure to follow correct procedures for 911 calling or the provision to TELUS or the PSAP of incorrect information in connection therewith;

(5) the accuracy and content of location information and telephone numbers delivered by you or any user of VoIP Services to TELUS;

(6) any failure by TELUS to carry out its obligations in this Agreement as a result of your users or users of VoIP Services failure to provide accurate location information and your telephone numbers to TELUS;

(7) any failure by TELUS to maintain the accuracy of such location information and your telephone numbers beyond the actual content of the location information or telephone numbers as received by TELUS from you or any user of VoIP Services;

(8) any of your acts or omissions in connection with the presence, use, or operation of any of your facilities or equipment in conjunction with the VoIP Service;

(9) any disruption in VoIP Services as a result of, arising out of, or in connection with the presence, use or operation of any of your facilities or equipment;

(10) any of your act or omission in the furnishing or providing of services by you which utilize VoIP Services; and

(11) any breach, violation or non-performance of any condition, covenant, obligation, representation or warranty on your part pursuant to this Agreement as it relates to VoIP Services, or any of your act or omission in connection with the performance of your obligations under this Agreement.

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

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

(v) If, despite the foregoing limitations, for any reason TELUS becomes liable to you 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 you exceed, on a cumulative basis, the total charges paid by you for VoIP Services during the one-year period preceding the event which gave rise to the claims.

12. Mobile Application.

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) the TELUS Mobile Application Terms of Service are incorporated herein by reference.

13. Equipment Return Policy (Where Applicable).

13.1 You may return an IP phone or other device used in conjunction with the VoIP Services provided that (a) you notify TELUS of your intention to return such device within 30 days after receipt of such device and (b) TELUS or its designated representative receives the device within 30 days after your notice to return the device. TELUS may charge a restocking fee for returned devices. You shall be responsible to ship the returned devices via the return material authorization information provided once you have notified TELUS.

13.2 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.

13.3 Before returning any hardware that has data in its memory, you are encouraged to transfer all files you wish to retain to another file source. Once the hardware is returned, your files and data cannot be recovered, and you release TELUS and its suppliers from any liability for any lost, damaged, or destroyed files, data, or other information.

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

13.5 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).

14. Number Portability and Availability.

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

14.2 You acknowledge and understand that number porting depends on the cooperation of third parties outside of TELUS’ control. Accordingly, you agree 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.

14.3 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 your account, you must follow the procedures on your account settings page for transferring a number to your account. For porting numbers out of your account, you should follow the procedures of your new service provider. You understand that porting your number out of your account does not automatically terminate your account.

14.4 Number porting is defined and regulated by the CRTC. Visit http://www.crtc.gc.ca to learn more about number porting.

14.5 TELUS cannot guarantee requested telephone numbers shall be available, that your existing provider shall port your number, or that circumstances beyond TELUS’ control shall not prevent or delay a successful port of your number for the Services. You 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 you verify yourself that telephone number is active on your 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.

14.6 You understand and agree that TELUS may from time to time need to change the telephone or facsimile number assigned to you (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 you in the event that it needs to assign you a new telephone or facsimile number.

15. Call Recordings.

Certain VoIP Services provide a function that allows you 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, you are required to obtain consent from all parties to record a conversation. You are 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 your recording of telephone conversations. You hereby agree 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 your recording of any telephone conversations using the VoIP Services.

16. Copyright Infringement.

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.

17. Third Party Licenses.

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

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

·       JSON Framework License;

·       KissXML License;

·       Global IP Solutions iLBC Public License;

·       libSRTP License;

·       Vovida Software License; and

·       PortAudio.

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

·       Licensed Patents.

18. The SMS.

18.1 The SMS features shall give you:

(i) the ability to send and receive text messages from 10-digit local or long distance telephone numbers in the United States and Canada; and

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

18.2 TELUS presently uses a third party vendor, RingCentral Canada Inc. (“RingCentral”), to provide SMS capabilities to you. 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 “Subcontractors”) that may or may not be legal affiliates of RingCentral.

18.3 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.

19. Termination.

19.1 In addition to TELUS’ termination rights in the General Terms, you understand and agree that TELUS may immediately at any time, and without additional notice to you, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the VoIP Services or your entire account if:

(i) TELUS determines that you have created or caused to be created multiple free accounts.

(ii) TELUS determines that you have used a fraudulent credit card to pay for VoIP Services charges on your account.

(iii) TELUS determines that you have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.

(iv) You have failed to respond to TELUS’ calls or e-mail attempts to contact you about your account.

(v) TELUS determines that you did not or shall not reasonably comply or cooperate with any applicable laws or regulations.

(vi) TELUS or its Authorized Service Providers are ordered by law enforcement or other government agencies to suspend or terminate Service to your account.

(vii) 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.

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

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

20. Warranty Disclaimer.

20.1 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 you.

20.2 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.

20.3 In addition, the VoIP Services are not intended for use as a repository or means by which to store any of the following on a non-temporary basis, and TELUS specifically disclaims any express or implied warranty of fitness for use of the VoIP Services for such purpose: (a) “personal health information,” as defined under PHIPA, (b) “personal information,” “personal health information,” “health information,” or equivalent terms as defined under applicable privacy laws of Canada or any province thereof, or (c) any other category of information regulated by any healthcare, data privacy, or data security law, regulation, or code of Canada or any other country, state, province, or political subdivision (collectively for the purposes of this Clause, “PHI”). Furthermore, the VoIP Services are not intended for use by any entity that falls within the definition of “health information custodian” or “agent” under PHIPA or equivalent terms as defined under applicable privacy laws of Canada or any province thereof, or any other category of entity regulated by any healthcare information, data privacy, or data security law, regulation, or code (a “Healthcare Information Law Covered Entity”). TELUS specifically disclaims any express or implied warranty of fitness for use of the VoIP Services by a Healthcare Information Law Covered Entity to transmit, receive, or store PHI.

20.4 TELUS expressly disclaims any warranty that the VoIP Services are appropriate for use as a repository or means by which to store PHI on a non-temporary basis or for use by a Healthcare Information Law Covered Entity to transmit, receive, or store PHI.

20.5 TELUS makes no warranty that the VoIP Services shall meet your 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.

20.6 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. You acknowledge that any data or information downloaded or otherwise obtained or acquired through the use of the VoIP Services are at your sole risk and discretion, and neither TELUS nor Authorized Service Providers and their respective Affiliates shall be liable or responsible for any damage to you or your property.

20.7 No advice or information, whether oral or written, obtained by you 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.

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

20.9 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.

Exhibit A

TELUS and RingCentral Joint Additional Use Terms

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.  Capitalized terms not defined herein have the meaning set forth in the TELUS Business Connect Service Terms, available at https://business.telus.com/en/business/support/global/legal/business-connect-service-terms.

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. Minors.  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. Infringement of rights.  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. Derivative Works.  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. Illegal communications.  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. Avoiding compliance.  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. Circumvention of security measures.  Customer and its End Users may not defeat, disable, or circumvent any security mechanism related to TELUS Business Connect. 

2.7. Interception.  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. Unauthorized repair.  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. Traffic Pumping.  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.