TELUS Secure Business Terms – A. General Terms

The service performance commitment that applies to a service, if any, is your only remedy for any problem with a service. We do not guarantee timely, secure, error-free or uninterrupted services. To the extent permitted by law, legal warranties and conditions (implied or statutory) do not apply to the services.

Our entire liability for one or more claims by you arising from or related to this agreement is limited to damages proven to result directly from the matter giving rise to the claim, up to a maximum amount equal to the service charges paid in the 12 months before the first event that resulted in a claim.

We will not be liable to you for any loss of profits, business, goodwill, reputation or data relating to this agreement, the services or any failure of or problem with the services. This limit applies even if we are aware that such losses are possible.

The limitations and exclusions in this section apply to all claims, in total, made against us and our affiliates, whether a claim is made in contract, tort (including negligence), statute or otherwise.

We agree to provide you with each service for the service period listed in the table in the Services & Charges Summary section of this agreement. The service period begins once the service is installed at your first service location. If you are renewing a service and the service is already installed when you sign this agreement the service period begins from signing.

The monthly charge listed in the Services & Charges Summary section of this agreement for a service at a service location will not change during the service period. After the service period ends, we will continue to provide the service from month to month for the monthly charges listed in the Services & Charges Summary section until:

• either you or us cancels or changes the service,
• we change the charges by giving you notice at least one month in advance, or
• you sign a new agreement with us.

This agreement remains in effect for as long as we continue to provide any of the services to you. We may cancel a service at any time by giving advance notice to you if we are turning down the service for all of our customers.

If you are a small business under Broadcasting and Telecom Regulatory Policy CRTC 2014-576:

• you may cancel some or all of the services or this agreement by giving notice to us,
• cancellation of a service will be effective when we receive the notice or, if the service requires disconnection and porting to another service provider, on disconnection, and
• service cancellation charges may apply.

The charges for the services are called the “service charges”, and include all charges in the Services & Charges Summary section of this agreement together with any standard charges. Your service charges are comprised of one or more of the following:

One Time Charge

This charge applies once for items such as construction, installation, overage or additional labour.

Monthly Fixed Charge

This charge applies each month and will not change during the service period.

Monthly Variable Charge

This charge applies each month but may change each month depending on quantity, your usage or other reasons.

Standard Charge

This charge applies to optional service features and is the same for all of our business customers using the same service feature. We may change a standard charge at any time. You may contact TELUS Customer Care for further information about our standard charges.

Service charges also include any other applicable charges, including late payment charges, government charges that we are required to bill and collect by law and service cancellation charges.

We will bill you each month for the service charges and applicable taxes commencing on the start of the service period. You agree to pay all service charges and applicable taxes billed to you without any deductions or set-offs. You must pay all amounts billed to you by the due date shown on the bill otherwise you are required to pay late payment charges calculated at 2.0% per month (compounded to 26.82% per year). We may restrict, suspend or cancel any services if you fail to pay any amount due but only after giving you at least 10 days’ advance notice at your billing address. If we cancel a service because of your non-payment you must also pay the service cancellation charges.

You are responsible for use of the services by anyone through your devices or systems or by anyone that you allow to use the services. Anyone using a service must use it as required by this agreement. The services are designed for the business use of you and your employees and unless you have our advance written consent you must not resell the services or charge any fees, directly or indirectly, for using the service. Also, you must not:

(a) use the service in away designed to avoid payment of service charges,

(b) use the service in away that interferes with the use of our network by other persons,

(c) change or interfere with the services or the equipment we use to provide the services, or

(d) use the services unlawfully.

In addition, in using the services you agree to comply, and to ensure your users comply, with our Acceptable Use Policy and IP address policy, published at www.telus.com/aup (“AUP”). We may change the AUP at any time and you agree that by publishing the amended AUP at the above location shall be sufficient notice of the changes to you.

We may immediately restrict, suspend or cancel a service where misused, which includes your failure to comply with this section. If we cancel a service, you must also pay the service cancellation charges.

In order for us to successfully install the services you must prepare each service location and take the other readiness steps described in this section. A delay by you in completing these readiness steps may delay the installation of the service.

Authorizations

For us to make arrangements with your previous service provider or other service providers we may require you to provide us with signed authorizations or consents.

Access to Service Location

Where a service location is at your site you must provide us with safe and reasonable access to the service location so that we can install and maintain the service and any equipment, software and communications connections that we use to provide the service to you.

You are responsible for:

(a) meeting any requirements of the landlord, building owner or manager or any other person at the service location necessary for us to install and maintain the service,

(b) obtaining any rights or consents and paying any fees required by any of these persons relating to the installation or maintenance of the service, and

(c) arranging for conduit and power installation, design submissions and installation approvals.

Equipment and Network Provided by You

You are responsible for providing, installing and maintaining compatible equipment, cabling and connections that connect to the service connection or that you use with the service.

Equipment Provided by Us

We may need to install equipment at the service location. When the service location is at your site you are responsible to take reasonable care of this equipment.

At any time, you may ask us to move a service, add a service to an existing service location or a new service location, remove a service or make other changes. To move a service you may be required to pay additional one-time and monthly service charges at the new service location.

To add a service, you will be required to pay additional one-time and monthly service charges. To make other changes you may be required to pay additional one-time or monthly service charges, or both.

To remove a service, before the end of the service period, including in connection with moving a service, you will be required to pay service cancellation charges. Details of these service cancellation charges are set out in Part B of these Service Terms. You agree that the service cancellation charges are a genuine estimate of the damages that we may sustain because you cancelled the service before the end of the service period and are not a penalty.

You can request a change by contacting the telephone number on your bill. We will not make any changes or charge you additional service charges until you have agreed to the change in writing.

All information that we keep about you and your service, other than your name, address and listed telephone number, is confidential. Unless you provide your express consent or unless disclosure is required under the law, your information will not be disclosed by us to anyone other than:

• you or a person who, in the reasonable judgment of us, is seeking the information as your agent,
• another telecommunications company, but only if the information is used to establish or to efficiently provide telecommunications service, if the disclosure is made on a confidential basis, and if the information is used solely for that purpose,
• an affiliate involved in supplying you 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 used only for that purpose,
• a directory or listing service company for the purpose of listing your name, address and phone number if you consent and if that company agrees to use the information only for that purpose,
• an agent used by us to evaluate your credit or collect outstanding balances owed to us by you, if the agent requires the information and agrees to use the information only for that purpose,
• a public authority or its agent if we reasonably believe that there is imminent danger to life or property that could be avoided or minimized by disclosure of the information, and
• a law enforcement agency if we reasonably believe that you or anyone using your device is engaged in fraudulent or unlawful activities against us.

By “express consent” we mean:

• written consent
• oral confirmation verified by a person independent from us or you
• 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 us, or
• consent through other methods, as long as an objective documented record of your consent is created by you or by a person independent from us or you.

By signing this agreement you are giving us your written consent that we may also disclose information about you or your service to:

• our service providers and our affiliates’ service providers if the information is required to provide the service to you and disclosure is made on a confidential basis with the information used only for that purpose, and
• our affiliates and their credit agencies to evaluate your credit or collect outstanding balances owed to us or an affiliate.

Assignment of Agreement

You must not assign this agreement without our prior written consent, including any assignment as part of the sale of your business.

Notices

If you are required to give a notice to us under this agreement you must give the notice by telephone to the number shown on your bill. If we are required to give a notice to you under this agreement we must give the notice to you in writing to your billing address.

Affiliates

For the purposes of this agreement a TELUS affiliate is an entity that controls us, that is controlled by us or that is controlled by the same parent entity as TELUS. “Control” means majority ownership of the equity or beneficial interest in an entity or the right to vote for or appoint the majority of an entity’s governing body, such as a board of directors.

Claims

Any claim that you have against us, or that we have against you, relating to the services or this agreement must be referred to private and confidential mediation and, if the claim is not resolved, arbitration. You also waive any right to start or participate in any class action against us relating to the services or this agreement. Mediation and arbitration, if necessary, will take place before a single mediator and a single arbitrator under the rules of the ADR Institute of Canada. This paragraph does not apply to collection of any amounts that you may owe to us or to your rights to make a complaint to any administrative authority that has jurisdiction over us or the services.

Confidential Agreement

This agreement is confidential. You must not disclose any part of this agreement except with the prior written consent of us or when required by law or any order of a court or other lawful authority.

Counterparts

This agreement may be executed in any number of counterparts which may be exchanged by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
Force Majeure. We are not responsible for the performance of, and will not be in default of, any obligation or provision of this agreement if delayed, hindered or prevented by labour disruptions, failure of the networks of other companies, casualties, civil disturbances, law, order of a court of other lawful authority, acts of civil or military authorities, terrorism, accidents, fires, epidemics, natural disasters or other catastrophes or events beyond our reasonable control.

Force Majeure

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