TELEPHONE LEASING AGREEMENT
TERMS AND CONDITIONS
AgileIP (“AgileIP”), and the customer (“Customer”) hereby agree to the following terms and conditions with respect to the leasing by AgileIP to Customer of the telephones and accessory equipment which are identified and/or described in the Schedule A attached hereto to form an integral part hereof (the “Equipment”).
1. If the Customer is an entity other than an individual, then the person signing this Agreement represents and warrants that the individual has been properly authorized and empowered to enter into this Agreement on behalf of the entity.
DELIVERY OF EQUIPMENT
2. AgileIP will deliver the Equipment described in Schedule A, at its own risk, to the address designated by the Customer.
3. AgileIP will use reasonable efforts to deliver the Equipment by the requested delivery date but it shall not incur any liability to the Customer in the event of any delay caused by forces and/or other circumstances beyond its control.
4. The Customer will accept the Equipment when delivered on or before the delivery date and if for any reason the Customer fails to accept the Equipment when delivered on or before such date the Customer shall nevertheless be liable for the stated rental charge in full and for the proper and timely return of the Equipment to AgileIP.
5. The Customer has the choice of leasing the Equipment for a term of one (1) year, or two (2) years or three (3) years. At the signing of this Agreement, the Customer shall indicate his/her/its choice of the term (the “Initial Term”) in a separate document attached hereto as Schedule B to form an integral part hereof. This Agreement shall terminate at the expiry of the Initial Term, unless this Agreement be terminated or cancelled earlier or renewed as provided for herein. .
6. Provided the Customer is not in default under the terms hereof, this Agreement shall be renewed automatically for the same duration as the Initial Term under the same terms and conditions, except for the rental charges which may be modified at the sole discretion of AgileIP, unless the Customer gives written notice (the “Notice”) to AgileIP of his/her/its intention not to so renew at least thirty (30) days prior to the expiry of the Initial Term. The automatic renewal of this Agreement shall continue in the same manner in the future until such time that the Customer gives the Notice to AgileIP.
7. AgileIP will provide Customer with a list of all applicable rental charges which are identified and/or described in the Schedule C attached hereto to form an integral part hereof. The Customer will pay the rental charge from the date of delivery of the Equipment until the termination of this Agreement, or the date at which all of the Equipment specified in Schedule A are returned to and accepted by AgileIP, whichever is later. The Customer shall be billed on a monthly basis.
8. AgileIP reserves the right to increase the rental charges as and when it deems appropriate. However, AgileIP will attempt to provide the Customer with reasonable notice of any impending increase in change as soon as it becomes practically possible.
9. The Customer is responsible for the Equipment while in its possession and for payment of the rental and shipping charges.
10. AgileIP is entitled to bill the Customer, on a delayed basis, at any time after the Equipment has been returned for any and all charges for which the Customer shall be responsible pursuant hereto, whether or not AgileIP is aware of such charges at the time of the return of the Equipment. All charges and other amounts billed pursuant to this Agreement are payable by the Customer as set forth in these terms and conditions, or if not specified, then upon demand e-mailed, mailed or faxed by AgileIP to the Customer.
11. The rental charge and any other amounts due to AgileIP under this Agreement and not paid on their due date as set forth in these terms and conditions shall bear interest at the rate of 2% per month (or 24% per annum).
12. In addition to the rental charges, the Customer shall pay any applicable goods and services taxes, value added taxed, sales taxes or other similar taxes which may be levied by government authorities.
13. AgileIP will not charge a cancellation fee if an order is cancelled prior to shipping the Equipment to the Customer. If the order is cancelled after AgileIP ships the Equipment a $xxx.xx shipping fee will be charged to the Customer who is also responsible for the return delivery fee.
LOSS OR DAMAGE OF EQUIPMENT
14. This clause will only apply if the Customer fails to return to AgileIP any or all of the Equipment in accordance with the provisions of this Agreement due to theft or accidental loss or damage.
15. Customer shall immediately notify AgileIP of any theft, loss of or damage to the Equipment and shall, if applicable, provide evidence of theft by submitting a copy of a written police report to AgileIP within twenty-four (24) hours of the loss or theft.
16. In the event of any loss, damage, theft or disappearance of the Equipment while on lease, regardless of circumstances, the Customer shall pay to AgileIP on demand an amount equivalent to the full replacement costs of the Equipment which has not been returned, without prejudice to any other right or remedy it may have against the Customer.
17. AgileIP will place an authorization on the designated credit card or bank account of the Customer for a monthly amount of $xxx.xx for the purpose of paying the monthly rental charges. The designated credit card or bank account will be used to process fees and/or charges related to the leasing of the Equipment. This may take more than one transaction per month.
USE OF EQUIPMENT
18. Upon delivery to the Customer, AgileIP will provide instructions and guidelines on the use and installation of the Equipment.
19. The Customer will use the Equipment in a careful and prudent manner, in accordance with the instructions, and in no other manner.
20. The Customer agrees that he/she/it will not:
a. Effect any repairs or modifications to the Equipment;
b. Remove or interfere with any certification markers affixed to the Equipment;
c. Deface or add to the Equipment in any way;
d. Sublet or allow the use of the Equipment by any third party; or
e. Attempt to dispose of the Equipment or to grant any interest therein to any third party.
REPAIRS OF EQUIPMENT
21. If the Equipment is not in working order when delivered or subsequently malfunctions, the Customer will immediately notify AgileIP or its designated representative
22. AgileIP will attempt to resolve all issues with the Customer by having a technician contact the Customer to isolate the problem.
23. If AgileIP cannot resolve the issue with the Customer in this manner, AgileIP will repair or replace the affected Equipment as soon as possible after it has been notified of the problem by the Customer and, provided the Customer is not in breach of the terms and conditions of this Agreement, AgileIP will provide the Customer with the same or similar Equipment as soon as possible for a period equivalent to the un-expired part of the Initial Term or renewed term, as the case may be, of the lease when the malfunction occurred.
24. If AgileIP finds that the Equipment reported as faulty is actually in working order then the Customer will pay the cost of verification and, as the case may be, of collection and delivery of the replacement Equipment.
25. AgileIP warrants that the Equipment will be in working order when delivered to the Customer but cannot be responsible for the performance of the Equipment or the operation of the network to which it is connected.
26. AgileIP MAKES NO OTHER WARRANTIES, GUARANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY, ACCURACY, RELIABITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT. SUBJECT TO THIS AGREEMENT, THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD AgileIP HARMLESS AGAINST ALL CLAIMS, DEMANDS AND LIABILITY ARISING AS A RESULT OF THE LEASE, POSSESSION, USE, CONDITION, OPERATION OR MISUSE OF THE EQUIPMENT PROVIDED HEREUNDER WHETHER IN BREACH OF THIS AGREEMENT OR HOWEVER IT ARISES. AgileIP WILL IN NO EVENT BE RESPONSIBLE FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST PROFITS) WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL CAUSED BY THE EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY OR AT ALL.
27. The Customer shall be liable to AgileIP for all expenses, including reasonable attorney’s fees, incurred in connection with any collection, repossession or other action brought to enforce AgileIP’s rights under this Agreement at any time and without notice to the Customer, in the event that AgileIP determines the Customer to be in default of his/her/its obligations under this Agreement and AgileIP shall have no liability whatsoever to the Customer for exercising such rights and recourses.
28. The Equipment leased hereunder will at all times remain the property of AgileIP. The Customer acquires no rights other than temporary use. During the term of the lease, no repairs or replacements shall be authorized without written approval from AgileIP. The Customer agrees that he/she/it has examined the Equipment and that same is in good working order at the time of receipt.
29. Unless otherwise agreed with AgileIP, the Customer shall return the Equipment to AgileIP at the end of the Initial Term or of a renewed term, as the case may be, of this lease in good working order and in the same condition as when it was delivered to the Customer, wear and tear excepted, in accordance with shipping instructions provided by AgileIP. Should the Customer fail to return the Equipment to AgileIP at the expiry of this Agreement, full rental and other charges will continue to be charges to the Customer until the Equipment is returned and, if never returned, the Customer will be liable for the replacement value of the Equipment.
30. Should the Customer:
(a) obtain use of the Equipment by any misrepresentation or fraudulent means; or
(b) tamper with the Equipment; or
(c) use the Equipment for any illegal or improper purpose; or
(d) otherwise commit a breach of these terms and conditions;
then AgileIP may, at its option and in addition to other remedies available hereunder, or available at law or in equity, (i) immediately terminate this Agreement and/or all services to the Customer; and (ii) take immediate possession of the Equipment without being obliged to reimburse any portion of the rental charges. No remedy of AgileIP shall be exclusive of any other remedy whether provided herein or available at law or in equity, but shall be cumulative with other remedies.
31. The Customer shall pay the manufacturer’s full retail price to AGILEIP for any Equipment which is damaged or not returned at the end of this Agreement.
32. This Agreement shall be governed by the laws of the province of Quebec or, if signed in another province, by the laws of that province.
33. The headings in this Agreement are for convenience of reference only and shall not affect the meaning or construction of the terms and conditions contained herein.
34. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
35. This Agreement cannot be assigned or transferred by the Customer, nor can this Agreement be modified (or any provision waived or modified) except by written instrument signed by AgileIP or its authorized agent.
36. The parties agree to sign such further documents or agreements whatsoever which may be necessary to give full force and effect to these presents.
37. The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision hereof or herein contained.
38. No waiver by AgileIP of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision hereof.
39. This Agreement constitutes the entire agreement between AgileIP and the Customer. There are no other representations, conditions, warranties, guarantees, or collateral agreements, express or implied, statutory or otherwise, concerning the use or rental of the Equipment, other than as set forth herein.
40. The parties acknowledge that they have required that the present Agreement be drawn up in the English language. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise.
41. All transactions in CAD.
IMPORTANT INFORMATION REGARDING THE 911 SERVICE
Your 911 service is activated when you subscribe to the AgileIP VoIP service. Unless otherwise notified, we will use your billing address as your 911 address. You should ensure that the location information provided when you subscribed to the AgileIP VoIP service is kept current at all times for all devices.There are some important differences and limitations to the form of 911 service offered by AgileIP as compared to traditional 911 and E911 services provided with traditional telephone services. Both traditional 911 and E911 services send your call directly to the nearest Emergency Response Centre. Additionally, with E911 service, your call back number and address are visible.
Unlike traditional 911 and E911 services, if you make a 911 call with AgileIP’s 911 service, your call is sent to a National Emergency Call Centre. An operator at the Call Centre will confirm your information and then transfer your call to the National Emergency Response Centre who will dispatch emergency vehicles.
It is also important to know that the 911 service is not available during a power failure or internet outage.
Any potential users who may be present at the physical location where the AgileIP VoIP service is installed must be made aware of the important differences in and limitations of the 911 service as explained above.
Moving your device
Unlike traditional phone lines, your AgileIP VoIP service is portable and can be used anywhere an internet connection exists. The 911 address provided when you subscribed to the AgileIP VoIP service is used to determine the nearest Emergency Response Centre and is the address to which emergency vehicles will be dispatched. It is therefore of utmost importance to update your 911 address to your new location when you move or travel with your device. You may do so by sending your new address to: firstname.lastname@example.org
If you dial 911:
· Your call will be sent to a National Emergency Call Centre, not directly to a 911 dispatcher
· Be prepared to confirm your location and telephone number to the call center operator
· The call center operator will transfer your call to the nearest Emergency Response Centre and emergency
vehicles will be dispatched to the confirmed address
· Do not hang up unless you are told to
· If your call gets disconnected, call 911 again
· If you are unable to speak during the 911 call, emergency vehicles will be dispatched to your last registered address
· 911 service will not work if there is a power outage or your internet is down