This Service Description is entered between you, the customer (“you” or “Customer”), and the QueryTel entity identified on your invoice for the purchase of this Service. Customer further agrees that by renewing, modifying, extending or continuing to utilize the Service beyond the initial term. If you are entering this Service Description on behalf of a company or other legal entity, you represent that you have authority to bind such entity to this Service Description, in which case “you” or “Customer” shall refer to such entity. In addition to receiving this Service Description, Customers in certain countries may also be required to execute a signed Order Form.
1. Term of Service This Service Description commences on the date listed on your Order Form and continues through the term (“Term”) indicated on the Order Form. As applicable, the number of systems, licenses, installations, deployments, managed endpoints or end-users for which Customer has purchased any one or more Services, the rate or price, and the applicable Term for each Service is indicated on Customer’s Order Form. Unless otherwise agreed in writing between QueryTel and Customer, purchases of Services under this Service Description must be solely for Customer’s own internal use and not for resale or service bureau purposes.
1. Important Additional Information
a. Rescheduling Once this Service has been scheduled, any changes to the schedule must occur at least 5 calendar days prior to the scheduled date. If Customer reschedules this service within 4 days or less prior to the scheduled date, there will be a rescheduling fee not to exceed 25% of the price for the Services. Any rescheduling of the Service will be confirmed by Customer at least 5 days prior to commencement of the Service.
b. Commercially Reasonable Limits to Scope of ServiceQueryTel may refuse to provide Service if, in its opinion, providing the Service creates an unreasonable risk to QueryTel or QueryTel’s Service providers or if any requested service is beyond the scope of Service. QueryTel is not liable for any failure or delay in performance due to any cause beyond its control, including Customer’s failure to comply with its obligations under this Service Description. Service extends only to uses for which the supported product was designed.
c. Optional Services Optional services (including point-of–need support, installation, consulting, or training services) may be available for purchase from QueryTel and will vary by Customer location. Optional services may require a separate agreement with QueryTel. In the absence of such agreement, optional services are provided pursuant to this Service Description.d. AssignmentQueryTel may assign this Service and/or Service Description to qualified third party service providers.e. Transfer of Service Subject to the limitations set forth in this Service Description, Customer may transfer this Service to a third party who purchases Customer’s entire Supported Product before the expiration of the then-current Term, provided Customer is the original purchaser of the Supported Product and this Service or Customer purchased the Supported Product and this Service from its original owner (or a previous transferee) and complied with all the transfer procedures available upon request. A transfer fee may apply. Please note that if Customer or Customer’s transferee moves the Supported Product to a geographic location in which this Service is not available (or is not available at the same price), Customer or Customer’s transferee may not have coverage or may incur an additional charge to maintain the same categories of support coverage at the new location. If Customer or Customer’s transferee chooses not to pay such additional charge, the Service may be automatically changed to categories of support which are available at such price or a lesser price in such new location with no refund available.
The term of the main body of this Agreement (the “Agreement Term”) will begin on the date it is signed by the Customer and it will expire or terminate on the date that the Service Term (as defined in Section (c)) of the last remaining Schedule expires or terminates.
2. Term of Each Service Schedule Each Service will be provided for the period set out in the relevant Service Schedule (the “Initial Service Term”).
3. Renewal Term(s) of Each Service Schedule Unless the Customer or QueryTel provides notice to the other as described in Section (d), each Service Schedule will automatically be renewed at the end of the Initial Service Term on the same terms and conditions for the consecutive renewal period(s) set out in that Service Schedule. If there is no renewal period set out in a Service Schedule, then that Service Schedule will expire and the Services provided under it will be terminated at the end of the Initial Service Term. Each renewal period described above is defined as a “Service Renewal Term”. The Initial Service Term and any Service Renewal Term(s) are collectively referred to as the “Service Term”. QueryTel may change the Fees for a Service Renewal Term by providing the Customer with at least 90 days advance written notice of the change before the end of the then current Initial Service Term or Service Renewal Term, as the case may be.
4. Notice of Non-Renewal
Either party may send to the other party a written notice, at least 60 days in advance of the expiration of the relevant Service Term, that it does not intend to renew a Service Schedule. As a result, that Service Schedule will expire and the Services provided under it will be terminated at the end of the Service Term.
5. Early Provision of Services
If QueryTel begins work to provision any Service or Product, or if QueryTel delivers any Service or Product, before the start of the Agreement Term or the relevant Initial Service Term, all work and services provided by QueryTel before either of those dates will be considered to have been provided under all of the terms and conditions of this Agreement including the relevant Schedule. The Fees during such time will be QueryTel’s then current standard month-to-month rates unless otherwise agreed to.
Customer may terminate a Service it has requested under a Service Schedule (“Terminated Service”) at any time before the end of the relevant Service Term by giving notice of termination to QueryTel at least 30 days before the proposed early termination date. If Customer terminates a Service under this Section, the Customer shall pay to QueryTel all Fees, Taxes and Late Payment Charges due for the Terminated Service up to the number of months remaining in contract times monthly service charges.a. 100% of the reasonable out-of-pocket expenses that QueryTel incurs or will incur in connection with its contractual arrangements with the QueryTel Providers, andb. the termination charges specified in the relevant Service Schedule, or if not specified, an amount equal to 50% of the remaining monthly Fees for the Terminated Service that would have been payable to the end of the Service Term (collectively, the “Termination Fees”). The Customer acknowledges that the Termination Fees are a reasonable estimate of QueryTel’s liquidated damages and represent consideration for the Services and Products, and are not a penalty. In the event that a payment to be received by QueryTel for Termination Fees would be deemed by the applicable tax legislation to include an amount of GST/HST and/or QST or other Tax, the amount of Termination Fees payable by the Customer shall be grossed up by an amount equal to the amount of GST/HST, QST and other Taxes that would be deemed to be included in such payment.
2. Cancellation of Product Schedule by Customer If
If Customer cancels an order for Product(s) in full or in part prior to the delivery or performance of the order, a restocking fee of up to 25% of Product cost, as listed in the Product Schedule or on a quotation or purchase order will be charged. QueryTel will apply any deposit collected for the cancelled Product(s) order towards the restocking fee. QueryTel will not accept for return or refund
a. any purchased software, which will be charged at 100% of the price;b. Products that have already been delivered to Customer;c. Products that are non-stock, specially ordered or customized; ord. Products that have been discounted or sold to Customer at an incentive price.
3. Termination for Cause
QueryTel may suspend the Services in whole or in part, in each case, by giving notice in writing to the other party upon the occurrence of any of the following:a. the other party commits a material breach with respect to a material obligation under this Agreement or the applicable Schedule and does not remedy that breach within 30 days after receiving written notice of the breach; orb. the other party enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. Customer’s failure to pay any invoiced Fees, Taxes or Late Payment Charges when due is a material breach with respect to a material obligation. Notwithstanding the foregoing, if QueryTel materially breaches with respect to a material obligation in the provision of a Service or Product, and QueryTel has not remedied that breach within 30 days after receiving written notice of such default, Customer shall only be entitled to terminate the specific Service(s) or Product(s) for which the breach occurred under the applicable Service Schedule or Product Schedule.
4. Charges Payable
On the termination of this Agreement or Schedule for any reason, all payments required to be made to QueryTel by the Customer thereunder, shall be due and payable immediately. Termination of this Agreement or a Schedule shall not relieve the Customer from any liability which accrued before the termination became effective. Customer will not be required to pay Termination Fees if Customer terminates this Agreement or a Schedule under Section (c).
5. Cancellation
QueryTel may cancel this Service at any time during the Term for any of the following reasons:a. Customer fails to pay the total price for this Service in accordance with the invoice terms;b. Customer is abusive, threatening, or refuses to cooperate with the assisting analyst or on-site technician; orc. Customer fails to abide by all of the terms and conditions set forth in this Service Description.If QueryTel cancels this Service, QueryTel will send Customer written notice of cancellation at the address indicated on Customer’s invoice. The notice will include the reason for cancellation and the effective date of cancellation, which will be not less than ten (10) days from the date QueryTel sends notice of cancellation to Customer, unless local law requires other cancellation provisions that may not by varied by agreement. If QueryTel cancels this Service pursuant to this paragraph, Customer shall not be entitled to any refund of fees paid or due to QueryTel.
The Customer shall:
1. not resell or remarket any Service;
2. unless provided by QueryTel as part of the Service pursuant to a Service Schedule, provide all necessary infrastructure (e.g. power and outlets) and ambient environments required for the safe and efficient operation and maintenance of the QueryTel Provided Equipment on Customer premises in accordance with the specifications provided by QueryTel and all applicable industry and safety standards;
3. unless provided by QueryTel as part of the Service pursuant to a Service Schedule, be responsible for the supply (including obtaining necessary licenses and authorizations), installation and maintenance of any material, equipment or software other than the QueryTel Provided Equipment, (the “Customer Provided Equipment”) at each site that is necessary to receive the Services. Customer shall ensure that Customer Provided Equipment is (A) installed, maintained, secured and stored in a manner and an environment that conform to the manufacturer’s specifications and any specifications provided by QueryTel, and (B) compatible with the QueryTel Provided Equipment;
4. obtain and maintain all third party licenses, authorizations, permissions and consents necessary to permit QueryTel and/or the QueryTel Providers prompt and safe access to Customer’s premises and Customer Provided Equipment and QueryTel Provided Equipment on Customer premises, so they can perform QueryTel’s obligations and enforce QueryTel’s rights under this Agreement;
5. be responsible for use of the Services and Products, including through access points, by any party other than QueryTel or a QueryTel Provider (collectively, “End Users”), and take all necessary measures to ensure that the End Users use the Services and Products in accordance with the terms and conditions of this Agreement;
6. comply and cause its End Users to comply with (A) the internet acceptable use policy attached to a Service Schedule (as may be amended by QueryTel from time to time and made available on QueryTel’s website) if applicable; and (B) any third party software license terms and conditions for software used by the Customer and/or its End Users in connection with the use of the Service.
7. not use, abuse, tamper with, alter or otherwise rearrange the Services or Products, or permit or assist others to do so, for any purpose or in any manner that interferes with
(A) the Products or Services or the provision of them;
(B) the networks of QueryTel or any QueryTel Provider or access to those networks by other users; or
(C) or use the Product or Services in a manner that directly or indirectly violates the terms of this Agreement, applicable laws or any third party or QueryTel rights; and maintain the minimum commitment levels for billing, volume or usage, if any, as set out in a Service Schedule (the “Minimum Commitment”) or pay any under-utilization fees or charges set out in such Service Schedule (“Under Utilization Charges”).
QueryTel may cancel this Service at any time during the Term for any of the following reasons:
(A) Customer fails to pay the total price for this Service in accordance with the invoice terms;
(B) Customer is abusive, threatening, or refuses to cooperate with the assisting analyst or on-site technician; or Customer fails to abide by all of the terms and conditions set forth in this Service Description.
2. Failure to Comply
(A) QueryTel is not liable for any failure to provide the Services or Products in accordance with this Agreement resulting from Customer’s failure to comply with any of the obligations set out in this Section.(B) If a Customer’s failure to comply with any of the obligations in this Sections (a)(i)-(vii) materially adversely affects QueryTel’s or a QueryTel Provider’s network, the Services or the ability of other customers to receive services from QueryTel, QueryTel may take all actions which it considers necessary to address such effect including the immediate suspension of or restriction on the use of the Services.
TERM
i. Initial Service Term: The Initial Service Term of this Service is one (1) year commencing on the date that the Service is provisioned and ready for use (the “Initial Service Term”).
ii. Service Renewal Term: Upon expiry of the Initial Service Term, this Service shall automatically renew on the same terms and conditions, as contained herein for consecutive one (1) year renewal terms, (each a “Renewal Term”) provided that the Agreement has not been terminated and neither party has delivered a notice of non-renewal pursuant to Section 1(c) of the Agreement. For the purpose of this Service Schedule the Initial Service Term and all Renewal Terms shall be referred to as the “Service Term”.
iii. Notice of Non-Renewal: Either party may send to the other party a written notice, at least 60 days in advance of the expiration of the relevant Service Term, that it does not intend to renew a Service Schedule. As a result, that Service Schedule will expire and the Services provided under it will be terminated at the end of the Service Term.
iv. Use of Service Beyond Service Term: If Customer has sent a notice of non-renewal but for any reason continues to receive the Services after the expiry of the Service Term, the terms and conditions of the Agreement including this Service Schedule shall continue to apply for so long as Customer receives the Services, except that the Fees payable by Customer shall be QueryTel’s then prevailing month to month fees (“Month to Month Fees”) for the Services in effect from time to time.
v. Service Orders: During the Service Term, Customer may order Services as described in this Service Schedule from time to time by initiating a quotation request in the QueryTel Support Portal, http://support.querytel.com/support/login or by emailing at support@querytel.com, for which a quotation response will be returned by QueryTel. Subject to Customer agreeing to the payment of additional Fees that may include, but are not limited to, optional bundled connectivity, hardware or time and charges for special services, in amounts to be set out in the quotation response, Customer may confirm the quote to generate an order (“Service Order”). All such additional Services shall be coterminous and subject to the terms and conditions of this Service Schedule and the Agreement, whether or not this Service Schedule and the Agreement are referenced in the Service Order. Notwithstanding the foregoing, QueryTel reserves the right to not provide additional Services under this Schedule by providing the Customer ninety (90) days prior written notice (“Termination of Additional Services Date”).
(A) Office Connect Service provides, subject to the availability of applicable network facilities, the following:
(A) Service Term Fees: During the Service Term, Customer shall pay to QueryTel for Services ordered by Customer during the Service Term the fees (“Fees”) indicated at the time Services are ordered, and all other applicable amounts, charges and taxes (“Taxes”) indicated to Customer at the time the Services are ordered. Additional charges for, including but not limited to hot-cut, backhaul and/or construction may be applicable and will be charged to the Customer in addition to the Fees.
(A) No Wholesale Sale: The Customer shall not be permitted to resell or remarket all or any portion of the Services under its own branding or under any other branding, to any party who further resells all or any portion of the Services (“Wholesale Sale”). If any such Wholesale Sale occurs and notwithstanding anything to the contrary contained in the Agreement, Supplier may, at its option and sole discretion, immediately terminate this Service Schedule.(B) Changes: Any changes requested by Customer to Month to Month Services or Services ordered for the duration of the Service Term will be itemized on Customer’s subsequent monthly invoice.(C) Directory Listing: The Customer is entitled to one directory listing free of charge per address. The primary listing is to be provided in the name of the Customer, firm, or corporation that substantially uses the Service, as identified to QueryTel.(D) Omission of Primary Listing: The monthly rate applicable for the omission of a primary listing in accordance with the Customer’s request for privacy will be waived.(E) QueryTel-Initiated Changes in Telephone Numbers and Service Arrangements: Customer has no property rights in telephone number(s) assigned to it. QueryTel may change such number(s), provided it has reasonable grounds for doing so and has given reasonable advance written notice to Customer, stating the reason and anticipated date of change. Customer agrees that, in cases of emergency, oral notice with subsequent written confirmation will be sufficient.Whenever QueryTel changes Customer’s telephone number(s) on its own initiative, it must, unless there are insufficient central office terminations available, provide Reference of Call service without charge until the earlier of: (i) termination of the Services; and (ii) the distribution of updated directories for that district showing the new number or listing is correct.(F) Service Charges: In addition to the Fees, the Month to Month Fees and Taxes set out in Section 3 and other amounts owing under the Agreement, QueryTel may also apply service charges from time to time (“Service Charges”), including without limitation in connection with (i) orders, rulings, mandates or directives received from the CRTC; (ii) returned or rejected payments, collection efforts and administrative costs; and/or (iii) work associated with the activation and/or move and rearrangement of the Services or Month to Month Services, as set out in the rate table in Appendix 3 of this Service Schedule.(G) 0+ or Operator Assisted Calling: The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls).(H) Directory Assistance (4-1-1): Calls made to 4-1-1 will be charged at the then current and prevailing rates and are subject to change from time to time.(I) Message Relay Service (7-1-1): The Service does not support Message Relay Service.(J) Emergency Services – 9-1-1 Dialing:
i. Online, Chat and Email Support: QueryTel Support website, chat available at http://support.querytel.com/support/login and email support available at support@querytel.com.
ii. Remote Support: Once support ticket has been generated and issue cannot be resolved. Technician will access the affected machine via secure remote tool to resolve the issue.iii. Telephone Support Requests: Available from 08:00am to 05:00pm EST each day, seven (7) days a week (excluding holidays). 24hours support is available for an additional fee.(A) Step One: Call for Assistance
A) Important E-911 Information:
(A) Early Termination of Service Schedule by Customer: Customer may terminate a Service it has requested under a Service Schedule (“Terminated Service”) at any time before the end of the relevant Service Term by giving notice of termination to QueryTel at least 30 days before the proposed early termination date. If Customer terminates a Service under this Section, the Customer shall pay to QueryTel all Fees, Taxes and Late Payment Charges due for the Terminated Service up to the number of months remaining in contract times monthly service charges.(B) 100% of the reasonable out-of-pocket expenses that QueryTel incurs or will incur in connection with its contractual arrangements with the QueryTel Providers, and(C) the termination charges specified in the relevant Service Schedule, or if not specified, an amount equal to 50% of the remaining monthly Fees for the Terminated Service that would have been payable to the end of the Service Term (collectively, the “Termination Fees”). The Customer acknowledges that the Termination Fees are a reasonable estimate of QueryTel’s liquidated damages and represent consideration for the Services and Products, and are not a penalty. In the event that a payment to be received by QueryTel for Termination Fees would be deemed by the applicable tax legislation to include an amount of GST/HST and/or QST or other Tax, the amount of Termination Fees payable by the Customer shall be grossed up by an amount equal to the amount of GST/HST, QST and other Taxes that would be deemed to be included in such payment.(D) Cancellation of Product Schedule by Customer: If Customer cancels an order for Product(s) in full or in part prior to the delivery or performance of the order, a restocking fee of up to 25% of Product cost, as listed in the Product Schedule or on a quotation or purchase order will be charged. QueryTel will apply any deposit collected for the cancelled Product(s) order towards the restocking fee. QueryTel will not accept for return or refund (i) any purchased software, which will be charged at 100% of the price; (ii) Products that have already been delivered to Customer; (iii) Products that are non-stock, specially ordered or customized; or (iv) Products that have been discounted or sold to Customer at an incentive price.(E) Termination for Cause: QueryTel may suspend the Services in whole or in part, in each case, by giving notice in writing to the other party upon the occurrence of any of the following: (i) the other party commits a material breach with respect to a material obligation under this Agreement or the applicable Schedule and does not remedy that breach within 30 days after receiving written notice of the breach; or (ii) the other party enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. Customer’s failure to pay any invoiced Fees, Taxes or Late Payment Charges when due is a material breach with respect to a material obligation. Notwithstanding the foregoing, if QueryTel materially breaches with respect to a material obligation in the provision of a Service or Product, and QueryTel has not remedied that breach within 30 days after receiving written notice of such default, Customer shall only be entitled to terminate the specific Service(s) or Product(s) for which the breach occurred under the applicable Service Schedule or Product Schedule.(F) Charges Payable: On the termination of this Agreement or Schedule for any reason, all payments required to be made to QueryTel by the Customer thereunder, shall be due and payable immediately. Termination of this Agreement or a Schedule shall not relieve the Customer from any liability which accrued before the termination became effective. Customer will not be required to pay Termination Fees if Customer terminates this Agreement or a Schedule under Section 8(d).(G) Cancellation: QueryTel may cancel this Service at any time during the Term for any of the following reasons:
(A) Obligations: The Customer shall:
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