SelectCom Terms and Conditions

1. Entire Agreement - This service agreement (the "Contract") constitutes the entire agreement among the parties and supersedes any prior promises, representations, agreements or commitments and may be modified only by subsequent written instrument signed by both parties.
2. Service Term - The contract will automatically renew for the same term as the original term of the agreement on the same terms and conditions unless written notice is given at least thirty (30) days prior to the end of the term of the client's intention to not renew the contract. The service term is indicated in this Contract and will commence on the date of installation of the contracted services. A minimum of thirty days (30) written notice of service cancellation is required for Business Line services.
3. Charges - SelectCom Inc. (SelectCom) shall invoice the Customer in accordance with the Contract, including any applicable taxes. The Customer shall pay for all long distance and long distance directory assistance calls originated at the Customer's local telephone number(s), as well as local line charges as set out on the reverse side of this agreement or for the use of the calling card or via special billing number (as described on the reverse side of this Contract), as the case may be, and for all long distance calls incurred at the Customer's request.
4. Credit - The Customer hereby authorizes SelectCom Inc. to check the creditworthiness of the Customer using standard credit practices. If at any time SelectCom Inc. determines in its sole discretion that the financial condition or payment history of the Customer is unacceptable to SelectCom Inc. SelectCom Inc. may require the Customer to provide a deposit not to exceed the estimated charges for three months' service. Failure to provide the required deposit may, at SelectCom Inc.'s sole option, be treated as grounds for termination of the Contract.
5. Payment - The Customer shall pay for services upon receipt of the invoice. Unless the Customer gives SelectCom Inc. written notice to the contrary within 45 days of the invoice date, the invoiced amount shall be deemed to be undisputed. The Customer is responsible for paying all calls originating from its telephone(s), regardless of who made them. SelectCom Inc. may terminate this Contract if the Customer fails to make payments as they become due. A service charge not to exceed 1 1/2% per month (being equivalent to an annual interest rate of 19.6%) may be assessed on all undisputed amounts more than 30 days past due.
6. Limitation of Liability - SelectCom Inc. is not liable for damages associated with service, channels or equipment which it does not furnish, nor for the use of services in any manner which is contrary to law, nor for damages to the Customer's premises or personal injury resulting from the performance of the Contract, including the installation and removal of equipment and associated wiring, nor for defamation or copyright infringement arising from material transmitted or received. EXCEPT AS EXPLICITLY STATED IN THIS CONTRACT. SELECTCOM MAKES NO REPRESENTATIONS OR WARRANTIES AND THERE ARE NO CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SELECTCOM BE LIABLE FOR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFIT, OR SUCH DAMAGES THAT WERE OR SHOULD HAVE BEEN FORESEEN. THE TOTAL LIABILITY OF SELECTCOM SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO SELECTCOM UNDER THIS CONTRACT.
7. Force Majeure - Neither party shall be liable for any delay for failure to perform due to unavoidable interruption in the working of transmission facilities, governmental orders, labour stoppages or shortages, acts of God, or other causes beyond the party's reasonable control, except with respect to the Customer's obligation to make payments on undisputed amounts as they become due.
8. Regulatory Changes - Either party may immediately cancel the Contract without penalty in the event of any regulatory or legislative change or governmental policy that renders the Contract unenforceable or illegal. The Customer shall remain obligated to pay any undisputed amounts that have accrued at the time of any such cancellation but, otherwise, the parties will have no further obligations to each other. In the event that the CRTC chooses to forbear from regulating, or to change the applicable tariffs, SelectCom Inc. shall have the option, at its sole discretion, of adjusting the amounts under this Contract accordingly.
9. Assignment - The Customer shall not transfer or assign this Contract or any obligation under it without SelectCom Inc.'s prior written consent and any such attempted assignment shall be void. Notwithstanding the forgoing the Customer agrees that SelectCom Inc. may assign its right, title and interest in this Contract (either by way of transfer or security interest) to any corporation or its subsidiary or affiliate, or to a successor or surviving corporation of any such entity, without the Customer's consent and that, in the event of any such assignments, the Customer will continue to observe all of the provisions of this Contract including making all payment contemplated under this Contract. Upon receipt of written direction to do so, the Customer will make all payments called for under this Contract to any such assignee or SelectCom Inc. (or any party who has purchased the interest of SelectCom Inc. in this contract from any such assignee). The Customer also agrees to observe all of the terms of this Contract during any remaining term thereof in the event that the right, title and interest of SelectCom Inc. in the Contract is purchased from an assignee of SelectCom Inc..
10. Governing Law - This Contract shall be governed and construed in accordance with the laws of Ontario and applicable laws of Canada without regard to the conflicts of law rules of that jurisdiction. Any litigation involving or arising under this Contract shall be conducted in a court of competent jurisdiction in Ontario.
11. Use of Long Distance Service - The Customer may use Long Distance Service for lawful general purposes consistent with the transmission and switching parameters of the public telecommunications network.
12. Warranty - Long Distance Service shall be suitable for the transmission of voice communications, and may also be used for voice-grade data, facsimile, or other similar communications.
13. Co-operation - Strictly for purposes of co-ordinating the provision of ordered Long Distance Services, the Customer shall co-operate with SelectCom Inc. by executing any necessary documentation to assist in the provision of the service.
14. Termination - In addition to the right to terminate for non-payment of accounts or deposits, SelectCom Inc. may immediately terminate the Contract in the event that the Customer utilizes the service excessively, or for an illegal purpose; fails to provide reasonable co-operation, causes or permits any condition that might tend to harm or impair the SelectCom Inc. or public telecommunications network, or fraudulently circumvents the ability of SelectCom Inc. to charge for its services, or if SelectCom Inc. determines that termination is necessary to prevent or to protect against fraud or misuse. In the event of early termination of the contract by the Customer, the Customer shall be obligated to pay to SelectCom an amount equal to 50% of the average monthly charges invoiced during the term of the Agreement times the number of months remaining on the Contract.
15. Indemnity - The Customer shall indemnify SelectCom Inc. against all claims, losses or damage arising from the use of Long Distance Service provided pursuant to this Contract (or prior to this Contract), including without limitation, previous telecommunication services, claims for libel, slander, invasion of privacy or infringement of copyright's and claims for patent infringement arising, from Long Distance Service in connection with facilities or equipment furnished by others.
16. Confidentiality - Subject to the provisions of section 9, unless the Customer consents in writing or disclosure is pursuant to a legal power, all information kept by SelectCom Inc., regarding the Customer, other than the Customer's name, address or listed telephone number is confidential and may not be disclosed by SelectCom Inc. to anyone other than the Customer, its agents, representatives, employees or any assignee of SelectCom Inc.