Terms of Service

1.1Who this is between

This agreement is between IT Hands Free Inc. ("IHF", "we", "us") and the business named in the Engagement Letter or Proposal that refers to it ("you", "your", the "Customer"). It governs the Cloud PBX and related telephone services we supply to you.

1.2What forms the agreement

The agreement consists of, in descending order of precedence where they conflict:

1. (a)your signed Engagement Letter or Proposal, including any pricing set out in it;
2. (b)these Terms of Service;
3. (c)the Fees Schedule current at the time the charge arises; and
4. (d)our Privacy Policy.

Nothing else forms part of the agreement. Marketing material, website copy and sales conversations are not contractual terms.

1.3Accepting these terms

You accept this agreement when you sign the Engagement Letter, confirm acceptance in writing or by email, or begin using the Services — whichever happens first. The person accepting confirms they are authorised to bind the Customer.

1.4Business customers only

The Services are supplied for business use. We do not supply residential or consumer telephone service. If you are an individual acquiring the Services for personal, family or household purposes, this agreement does not apply and you should not order the Services.

1.5Changes to these terms

We may change these Terms of Service or the Fees Schedule by giving you at least thirty (30) days’ written notice by email to your account contact. If a change materially disadvantages you, you may terminate the affected Service without penalty by giving written notice before the change takes effect. Continuing to use the Service after that date means you accept the change.

3.1Service tiers

We supply the Cloud PBX in the following tiers. Your Engagement Letter records which applies to you.

3.2What is included

Unless your Engagement Letter says otherwise, every tier includes: unlimited Extensions; voicemail and voicemail-to-email; call recording; ring groups and follow-me; conferencing; softphone compatibility; a user control portal for each Extension; and daily backup of your PBX configuration. Shared and Dedicated additionally include auto-attendant and IVR, call queues, and administrative access to the PBX portal.

3.3What is not included

• Internet access. You must supply and maintain your own business-grade internet connection at each site.
• Power, cabling and local network equipment at your premises.
• Equipment, unless purchased separately under section 8.
• Support for third-party products or for faults caused by them.
• Any service not described in your Engagement Letter.

4.1How the Platform is built

The Platform runs on Canadian cloud infrastructure engineered for high availability, with redundant power, network and compute, and daily backups. We monitor it continuously and maintain it as part of the Service.

4.2What we depend on

We are not a facilities-based carrier. The Services depend on our cloud infrastructure provider, our Canadian carrier and SIP trunk provider, the public internet between your premises and the Platform, and your own internet connection, power and local network. Faults in any of those can interrupt the Services, and some are outside our control.

4.3No service credits

We do not offer a contractual uptime guarantee or service credits. We will act promptly and in good faith to restore service and to keep you informed during an interruption, but we do not provide refunds, credits or compensation for interruptions, for consequential business loss, or for failures in third-party networks.

4.5Support

Operational support is included. It is not metered, not capped by ticket count, and there is no support package to buy. It covers monitoring and management of your PBX; faults affecting the Service; configuration changes; and adds, changes and deletions — new extensions, removing leavers, call routing, IVR edits, ring groups, voicemail boxes. We do not charge per change.

End-user assistance is a different thing and is not included. Teaching an individual how to operate their handset or softphone — transferring a call, setting up voicemail, using a headset — is training rather than operational support. We offer training and orientation for this at $250 for a two-hour block, with further blocks available at the same rate, and we recommend taking it at go-live: it is the cheapest way to stop the same question arriving twenty times. Larger teams often split it across two sessions. We will always help someone who is stuck, but where this becomes routine or recurring we will tell you and quote for training. We supply user documentation so your administrator can handle it internally.

Support also does not extend to your internet connection, local network, computers, or third-party equipment and software we did not supply, or to project work such as cabling, site moves and new-site builds, which we quote separately. Where a fault turns out to originate outside the Service, we will tell you what we found and what it would cost to fix it before doing any further work.

Support is provided during business hours in English. Faults affecting the whole Service are handled as a priority outside those hours.

4.4Planned maintenance

We will give you reasonable advance notice of planned maintenance likely to interrupt service, and will schedule it outside normal business hours where practicable. Emergency maintenance may be performed without notice where needed to protect the security or integrity of the Platform.

5.1How 911 works on the Service

Where 911 is enabled on a DID, a 911 call is routed over the internet to an emergency call centre, which confirms your location and transfers the call to the emergency response centre for that location. This introduces a step, and a possible delay, that does not exist on a traditional line.

5.2When 911 will not work

• During a power failure at your premises.
• During an internet outage, or where your provider blocks or degrades the connection.
• While your account is suspended or terminated.
• From softphones or mobile clients used away from the registered address.
• Outside Canada.

5.3Your obligation to register and maintain addresses

You must register the correct civic address for each Extension and DID that has 911 enabled, and you must update it whenever an Extension moves. Your named administrator is responsible for the accuracy of every address on the account. If the registered address is wrong, emergency responders may be sent to the wrong place. You are responsible for any charge or penalty we incur because an address you supplied was incorrect or out of date.

5.4Telling your people

You must inform everyone who may use the Services at your premises — including staff, contractors and visitors — of the limitations in this section. Where you operate a site at which people may need to summon emergency assistance, you must maintain an alternative means of calling 911.

5.5Not for life safety

The Services are not certified for emergency response and must not be relied on for life safety, medical alert, alarm monitoring or other critical purposes. We do not dispatch emergency services. To the extent permitted by law, we are not liable for any failure of a 911 call, or of any alarm, medical alert or monitoring system connected to or dependent on the Services.

6.1General

You must use the Services lawfully, and only for the normal telephone requirements of your own business. You must not use them in a way that is fraudulent, abusive, threatening, harassing, defamatory or invasive of privacy, or that interferes with our ability to serve other customers.

6.2What "unlimited" means

References to unlimited Extensions mean that we do not charge per Extension configured on your PBX. References to unlimited calling, where offered, mean normal business calling by your own staff. They do not mean unlimited minutes; outbound calling is billed per minute at the rates in the Fees Schedule.

6.3Capacity

Concurrent call capacity is a function of the SIP trunk capacity provisioned for your account, not a fixed ceiling. We provision trunks to match your expected call volume and can add capacity as your business grows. If you consistently reach the capacity provisioned for you, tell us and we will increase it.

A Cloud PBX instance is provisioned to support up to two hundred and fifty (250) Extensions by default. If you need more, we will discuss the right architecture with you — this is a provisioning default, not a licensing limit, and there is no per-Extension charge.

Outbound calling is billed per minute by default. A flat monthly rate is available on consultation. It is conditional: we assess your call volume, calling pattern and concurrency requirements — normally over a period of at least three months of observed usage — and quote accordingly. A flat rate is offered on the terms set out in that quotation and does not otherwise vary this agreement.

6.4Prohibited uses

You must not use the Services for:

• auto-dialling, predictive dialling, or operating a call centre or contact centre;
• telemarketing, including charitable or political solicitation and polling;
• sending unsolicited commercial messages by voice, SMS or fax;
• reselling the Services, or providing service to a third party, without our prior written consent;
• continuous or extensive call forwarding or trunking designed to avoid usage charges; or
• any purpose that breaches Canada’s Anti-Spam Legislation (CASL), the CRTC’s Unsolicited Telecommunications Rules, or any other applicable law.

6.5Your outbound communications

You are solely responsible for the content and recipients of every call and message you send using the Services, and for complying with CASL, the Unsolicited Telecommunications Rules and the National Do Not Call List.

7.1Your numbers

Telephone numbers assigned to your account are yours to port to another provider at any time while your account is in good standing, subject to the receiving provider’s process and to applicable porting rules.

7.3Porting in

We will use reasonable efforts to port your existing numbers to us. Porting depends on your current provider and on third parties outside our control. Porting within Canada typically takes seven to ten calendar days, sometimes longer. Do not cancel your existing service until the port has completed.

7.4Porting out and termination

If you want to keep your numbers, you must complete the port to your new provider before your Service with us terminates. Numbers not ported before termination may be released and may not be recoverable.

8.1Ownership

Equipment you purchase from us is yours outright once paid for. We do not rent Equipment and there is no rental lock-in. You bear the risk of loss or damage from the time it is delivered to you.

8.2Compatible devices

Any open-SIP compatible handset will register with the Platform. We validate end-to-end behaviour on our preferred brands, currently Fanvil and Grandstream, and we will support other devices on a reasonable-efforts basis only.

8.3Warranty

Equipment carries the manufacturer’s warranty against manufacturing defects. We pass that warranty through to you and will help you administer a claim, but we do not provide a separate warranty of our own.

9.1What you pay

You pay the recurring platform fees, per-DID fees, usage charges, one-time onboarding charges and any add-on fees set out in your Engagement Letter and the Fees Schedule. Recurring fees are billed monthly in advance; usage is billed monthly in arrears. All amounts are in Canadian dollars and exclusive of applicable taxes.

9.2One-time charges

Onboarding charges — which may include PBX build and configuration, number acquisition or porting, optional professional IVR voice recording, and optional training — are quoted to you in writing before you commit and are payable on the first invoice.

9.2bHow onboarding is scoped

Build and configuration is banded by deployment size, because that is what drives the work: $250 for up to ten extensions on a single site; $500 for eleven to twenty-five extensions on a single site; $900 for twenty-six to fifty extensions across up to three sites; and above that we scope and quote before any work begins. Every band covers the same scope of work — extensions, call routing, auto-attendant and IVR, ring groups, voicemail, business hours and holiday handling, designed with you and configured by us.

Bands reflect configuration effort only. There is no per-extension charge on setup or on the recurring fee. If your deployment sits near a band boundary we will tell you which applies before any work starts, and you will not receive an onboarding invoice you have not already agreed.

9.3Currency and changes to rates

We may change recurring fees and usage rates on thirty (30) days’ written notice, subject to clause 1.5.

Your rates are quoted and billed in Canadian dollars. Our underlying carrier costs are incurred in United States dollars. Where the CAD/USD exchange rate moves materially and is sustained, we may adjust per-minute rates on thirty (30) days’ written notice. Rates for international destinations may also change with our carrier’s published rates; we will notify you of material changes affecting destinations you regularly call.

Any flat monthly rate quoted under clause 6.3 is valid for the period stated in the quotation and is subject to the same adjustment on notice.

9.5Late payment

Overdue amounts carry interest at 2% per month (26.82% per annum), calculated from the due date, or the maximum rate permitted by law if lower.

9.6Disputed charges

If you dispute a charge, tell us in writing within sixty (60) days of the invoice date. We will investigate promptly. You must pay the undisputed portion of the invoice while we do.

10.1Term

Each Service runs month to month from activation unless your Engagement Letter specifies a minimum term.

10.2Termination by you

You may terminate any or all Services by giving us thirty (30) days’ written notice. You remain liable for charges up to the end of the notice period. Fees already paid for the current month are not refunded.

10.4What happens on termination

• You must pay all charges up to the termination date.
• You must port out any numbers you wish to keep before termination.
• Equipment you have purchased remains yours.
• We will make your call detail records and voicemail available for thirty (30) days after termination, on request.

11.1Canadian residency

The Platform is hosted in Canada. Your call traffic, call detail records, voicemail, call recordings and PBX configuration are stored and processed within Canadian infrastructure operated by IHF and its Canadian cloud and carrier providers, and do not leave that framework in the ordinary course of providing the Services.

If this ever changes — for example if we add a supplier that processes data outside Canada — we will notify you in advance and you may terminate the affected Service without penalty if you do not accept the change.

11.2Privacy

We handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and our Privacy Policy, which forms part of this agreement.

11.3Confidentiality of your communications

We do not listen to, access or disclose the content of your calls, voicemail or messages except where necessary to provide support at your request, to maintain the security or proper operation of the Platform, or where required by law.

11.5Aggregated data

We may use aggregated, de-identified information about traffic and feature usage across our customer base to operate, secure and improve the Services. We do not publish or sell information that identifies you or your calling patterns.

12.2Your licence

For the term of the Services we grant you a non-exclusive, non-transferable right to use the Platform and any software we supply, solely for your own business use.

12.3Portability on the Dedicated tier

If you are on the Dedicated tier and your account is in good standing, on termination we will provide, on request and within a reasonable period, an export of your PBX configuration — including your dial plan, extension numbering, IVR structure, call routing and voicemail — in a standard format, so that it can be rebuilt by you or another provider.

This obligation covers your configuration and data. It does not extend to any third-party software or licence that we are not permitted to transfer. Where a licence cannot be transferred, we will tell you what it is so you can obtain it directly.

12.4Your content

Your recordings, greetings, directory data and call records remain yours. We claim no rights in them beyond what is needed to provide the Services.

The Services include call recording. Recording telephone conversations is regulated, and in a business context typically requires that participants be notified. You are solely responsible for determining what notice or consent your use requires, for configuring the Service accordingly, and for complying with PIPEDA and any other applicable law.

We provide the technical capability only. We make no representation that any configuration of the Services complies with recording law.

15.1Excluded loss

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however caused.

15.2Cap

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with this agreement in any twelve (12) month period is limited to the total charges you paid us for the affected Service in the twelve (12) months before the event giving rise to the claim.

15.4Events outside our control

Neither party is liable for failure to perform caused by events beyond its reasonable control, including acts of nature, fire, flood, war, civil unrest, labour disruption, government action, failure of a carrier or upstream network, loss of power, or interruption of the public internet.

18.1Talk first

If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between senior representatives, within thirty (30) days of written notice of the dispute.

18.2Governing law and courts

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of Ontario.