This Service Agreement is between Entreprise SoftConseil and SunNET Group jointly d/b/a servatus.ca ("Servatus") and Customer.
Servatus is a wholesale VoIP hub, which provides servatus.ca ("Site") for facilitating the purchase of telecommunications services ("Service or Services") over the internet. Customer desires to purchase Services from Servatus in accordance with the terms and conditions set forth in this Agreement.
All the Services provided by Servatus to the CUSTOMER will be governed by the terms and conditions set forth in this Agreement. By (i) selecting the checkbox ( "I read and understand the Terms and Conditions of the Servatus Service Agreement" ) located at Servatus's Site and (ii) activating the Services, the CUSTOMER acknowledges receiving, reading and understanding this Agreement and accepts its terms and conditions. Furthermore, by activating and accessing the Site, the Customer agrees to be bound by the Terms and Conditions set forth herein whether or not the Customer read this Agreement.
"Site" shall mean the http://servatus.ca website.
"VoIP" shall mean Voice over Internet Protocol.
Call Detail Record ("CDR") shall mean a call accounting record specifying the necessary call information, such as date, duration, and number called.
"Customer" shall mean an organization, which has been approved by Servatus to access its Site, purchase services, and has been assigned a Customer ID.
"Control Panel" shall mean the Site account management feature, which has been granted by Servatus to Customer. The Site Control Panel can be accessed, via http://servatus.ca, using a USER ID and PASSWORD.
"GMT" shall mean Greenwich Mean Time.
"USD" shall mean the United States Dollar denomination.
The Site may include inaccuracies or typographical errors that may be corrected as they are discovered at Servatus's discretion.
Changes may be made at any time to the information, names, text, software, images, pictures, logos trade-marks, products and services and any other material displayed on, offered through or contained on this Site. Changes may be made to the Site at any time by Servatus and without notice to Customer.
The Site may contain links to or references to third party websites. These links are provided for CUSTOMER's convenience only. No endorsement of any third party products, services or information is expressed or implied by any information, material or content of any third party contained in, referred to, included on, or linked from or to this Site. Any information, data, opinions, recommendation, products or services provided by such third parties through links to other websites or otherwise made available through their websites are solely those of such third parties and not of Servatus or its affiliates. CUSTOMER's use of such third party websites is subject to the terms and conditions of use and the privacy policies of such websites.
CUSTOMER shall perform its obligations under the Terms and Conditions set forth herein and shall use Servatus in a manner consistent with applicable law and shall not use Servatus or permit Servatus to be used for any illegal purpose or in any unlawful manner. CUSTOMER'S transmission of any and all material that is in violation of any federal, state or local law, order or regulation is prohibited, and shall constitute grounds for termination by Servatus in its sole discretion.
5.1 CUSTOMER shall be responsible for (i) provision of, and expenses associated with, installation of all interconnection facilities and other actions necessary, including but not limited to its network and equipment configurations, for it to use Servatus and (ii) payment for all costs relating to any equipment and/or facilities, or third party engineering services, obtained by Servatus on CUSTOMER's behalf.
5.2 Servatus and CUSTOMER will use reasonable efforts to maintain the security and confidentiality of any transactions conducted or information transmitted via Servatus, subject to applicable law. CUSTOMER shall be responsible for the security and confidentiality of information it transmits through Servatus.
5.3 CUSTOMER shall be responsible for all purchases and related activity, via Servatus, by all users of the account control panel ( "Control Panel"). All such users will be deemed to have read, understood and agreed to the terms and conditions set forth herein.
5.4 Servatus will not and Servatus's employees are not authorized to provide CUSTOMER with any legal, regulatory, tax or accounting advice, or advice regarding the appropriateness, suitability or profitability of any purchase, which CUSTOMER undertakes on or through Servatus. CUSTOMER will not solicit or rely upon any such advice from Servatus or any of its employees or affiliates. Servatus and its officers, directors, employees, agents and affiliates will have no liability with respect to any such advice.
5.5 CUSTOMER is solely responsible for managing its password and for keeping its password confidential. No one from Servatus will be authorized to provide CUSTOMER's password. CUSTOMER is solely responsible for restricting access to any computer CUSTOMER uses to access its Servatus account. CUSTOMER agrees that CUSTOMER is responsible for all activities that occur on its account or through use of its password by CUSTOMER or by any other persons.
5.6 Customer agrees that it shall convert the time, GMT (Greenwich Mean Time), displayed in Servatus posted and downloaded CDRs to its local regional time.
5.7 Customer agrees that it shall conduct all of its purchases and VoIP transmissions, via Servatus, in compliance with all applicable legal and regulatory requirements.
Entreprise SoftConseil and SunNET Group's operation of Servatus does not constitute provision by Entreprise SoftConseil, SunNET Group, Servatus or servatus.ca of common carrier telecommunications services.
Servatus is only a VoIP hub for CUSTOMER to buy Services for its own use or resale. As such, Servatus receives CUSTOMER's voice calls in the form of IP data packets transmitted via the internet ("VoIP"), and routes CUSTOMER's VoIP packets to the various underlying VoIP suppliers, carriers and vendors connected to Servatus.
Servatus is not responsible for and has no control over the quality, safety or legality of telecommunications services offered to CUSTOMER, the truth or accuracy of any information provided by CUSTOMER, or the ability of CUSTOMER to purchase Services via Servatus. Completion of the purchase of Services offered by Servatus is solely the responsibility of the CUSTOMER, and Servatus has no control of or responsibility for CUSTOMER's completion of the purchase. In particular, CUSTOMER's traffic may be returned to CUSTOMER's network in case of congestion or other events not under the reasonable control of Servatus.
Servatus does route calls to emergency agencies such as 911. 911 Service terms of service description is available here through a separate document: 911 Terms of service
CUSTOMER shall pay for all Service charges in advance including, but not limited to toll charges and any other applicable charges.
Unless otherwise expressed in writing and through a separate amended agreement, CUSTOMER is required to pay in advance for all Services using a PayPal Account, a Major Credit Card, or a Bank-Wire. Servatus may immediately, upon notice made on the Site or to Customer via email, refuse to process certain credit cards or types of credit cards, or any other type of payment set forth herein. Customer agrees and understands that credit card processing is subject to availability, Servatus's sole discretion and approval.
Servatus shall use commercially reasonable effort to post Bank Wire payments to Customer's account once Servatus receives notification of the receipt of the wire transfer. Customer agrees and understands that any type of payment made may be delayed in posting to Customer's account, and that Service may be interrupted due to a lack of sufficient positive balance during any such delay.
Customer agrees to fund its account with a minimum payment of $10.00 USD for Services purchased. Customer agrees that Service will not be provisioned unless and until there are sufficient funds in Customer's account. Customer further agrees that Service may be suspended or interrupted if there are not sufficient funds in Customer's account. CUSTOMER agrees that it is his ongoing responsibility to fund its account in order to avoid an interruption of Service. Servatus and its officers, directors, employees, agents and affiliates will have no liability with respect to any interruption of Service due to CUSTOMER not maintaining sufficient funds in its account.
Servatus reserves the right to charge Customer and Customer agrees to pay Servatus for any reasonable fees incurred as well as Servatus's administrative expenses associated with credit card processing, wire transfer receipt, refunds, and other bank surcharges, fees, and penalties associated with Customer's payments or refunds.
Servatus reserves the right to charge the current credit card account number (if provided) given by the CUSTOMER ("Credit Card") for all charges accrued for the duration of the Term. If any charges are due but unpaid for any reason, then Servatus may terminate the Services and all accrued charges are immediately due plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until Servatus receives the payment in full. No termination of the Services or of this Agreement shall relieve CUSTOMER from paying any amounts due hereunder.
Customer agrees and understands that all payments made by Customer to Servatus, for Services purchased, are subject to Servatus payment review. Servatus, at its sole discretion, will review all payments received from Customer and will determine if additional payment requirements, security deposits, or payment restrictions are required. Customer further agrees and understands that any promotion or discount received, for Services purchased, will be adjusted by Servatus in the event that additional payment requirements or payment restrictions are required.
Unless otherwise expressed in writing and through a separate amended agreement, Customer agrees to be billed, for Services purchased, on a Pay-As-You-Go basis. CUSTOMER shall access the Servatus Control Panel to view relevant and current CDRs and remaining account balance.
Every CUSTOMER's VoIP call, which is routed via Servatus, that connects and is completed by anyone of Servatus's underlying VoIP suppliers, carriers, or vendors, is subject to the then applicable toll charges ( "Rates per Minute" ) posted on the Servatus Site and/or email delivered file attachment. USA and International rates are determined on a per country and/or city specific basis and all rates are as set forth on the Servatus site and/or the Site Control Panel and/or email delivered file attachment.
Standard Rate Plan VoIP calls to USA domestic and USA mobile destinations/sub-destinations shall be rated based on call durations measured by a six second billing minimum and six second billing increments thereafter.
Standard Rate Plan calls to all Canada destinations/sub-destinations shall be rated based on call durations measured by a six second billing minimum and six second billing increments thereafter. Standard Rate Plan calls to all Mexico destinations/sub-destinations shall be rated based on call durations measured by a sixty second billing minimum and sixty second billing increments thereafter. Standard Rate Plan VoIP calls to International destinations/sub-destinations shall be rated based on call durations measured by a six second billing minimum and six second billing increments thereafter.
Customer agrees that Servatus, at its discretion, may, from time to time on three (3) days written notice by website posting and/or email, introduce additional call duration measurement intervals or change existing call duration measurement intervals pursuant to Section 15 herein above. Regardless of the aforementioned, Customer understands and agrees that it is its ongoing responsibility to check Site for any changes to the posted call duration measurement intervals.
Customer further agrees that "Rates Per Minute" are subject to change. Servatus, at its discretion, from time to time, on three (3) days notice by website posting and/or email to Customer, may change rates for each destination offered and post changes ("Rate Change and Effective Date") on the Site. Regardless of the aforementioned, Customer understands and agrees that it is its ongoing responsibility to check Site for rate changes and applicable effective dates.
All final call calculations, ratings, and completion settlements will (i) be performed to four decimal places ($x.xxxx), (ii) be charged in the United States Dollar Denomination ("USD") (iii) be rounded up (iiii) be made available to the Customer in the Site Control Panel in the form of viewable and downloadable CDRs.
If CUSTOMER is dissatisfied with the Service provided by Servatus, then CUSTOMER shall have the right to request a refund for the unused balance in CUSTOMER's account under the following terms and conditions:
a. Customer shall request the refund within thirty (30) days of purchase.
b. Customer shall send an email to firstname.lastname@example.org and include the reason for the cancellation request as well as the proof of Service failure.
Servatus reserves the right to refuse a refund, for any transaction, if Customer cannot prove a Service failure. Customer further agrees and shall allow Servatus reasonable amount of time to resolve Service failure prior to Customer's request for a refund. If Servatus is not able to resolve Service failure and a refund is authorized by Servatus, then Servatus will make such refund within thirty (30) days of said refund authorization by Servatus. The final approved refund will be minus any applicable administrative fees for processing the refund and any promotions applied.
Customer agrees that it is responsible for paying all applicable taxes for Services purchased. The rates posted on the Servatus site for Services offered by Servatus are final rates, which do not include any sales, use, or excise taxes (federal, state, or local), or any public utility or other similar taxes. Customer agrees that it will conduct all of its purchases and VoIP transmissions, via Servatus, in compliance with all applicable legal and regulatory requirements. In the event CUSTOMER is not qualified to purchase Service without the applicable taxation or surcharge for Service, then CUSTOMER agrees not to use Service. In any event, Servatus reserves the right to add to any applicable tax, and/or surcharges to Customer's purchase and/or request tax waiver documentation when deemed necessary.
CUSTOMER agrees that both (i) certain equipment, software and technical data which may be provided or utilized in connection with the furnishing of the Service and (ii) the use of such Service may be subject to export, re-export or import controls under the United States Export Administration Regulations or similar regulations of the United States or of any other country.
Any CUSTOMER use of the Services that causes a disruption in the network integrity of Servatus or its vendors, whether directly or indirectly is strictly prohibited and will result in termination of the Services. CUSTOMER understands that neither Servatus nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. CUSTOMER agrees that it will not use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network.
Servatus reserves the right to make changes to the terms and conditions of this Agreement and/or change the Service ("Change of Service"). In the event of a Change of Service, Servatus will notify the CUSTOMER at least three (3) days in advance of the date on which the Change of Service is to take effect ("Change Date"). Any Change of Service charges will be applied to the CUSTOMER's account as appropriate, pro rata as calculated from the Change Date. CUSTOMER can, within three (3) days of Servatus's notification, send notice to Servatus that the CUSTOMER does not accept the Change of Service, and can terminate this Agreement. In such event, CUSTOMER will be responsible for any sums due hereunder. If the CUSTOMER does not send Servatus notification of its desire to terminate this Agreement or uses the Services after the Change Date, the CUSTOMER is deemed to have accepted and consented to the Change of Service. In the event of a rate change, Servatus will notify the CUSTOMER via their registered email address at least three (3) days in advance of the date on which the rate Change is to take effect ("Change Date").
Servatus reserves the right, at its sole discretion, to suspend, terminate or change the Services without advance notice for any reason. Servatus reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and CUSTOMER agrees that Servatus's determination is final and binding on CUSTOMER. In the event Service to CUSTOMER is terminated, Servatus may require CUSTOMER to pay a re-activation fee to resume terminated or suspended Services.
Servatus will not sell, rent, or lease Customer's personally identifiable information to others. Unless required by law or CUSTOMER's prior permission is obtained, Servatus will only share Customer's data the CUSTOMER provides with other Servatus entities and/or business partners who are acting on Servatus's behalf to complete the services described herein. However, Servatus reserves the right to use Customer's identifiable information to investigate and help prevent potentially unlawful activity by CUSTOMER. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Servatus may disclose personally identifiable information.
Servatus shall provide CUSTOMER with billing support, at its sole discretion, and as limited to the Services provided herein. Billing support is rendered, as available, via email: email@example.com. Billing support for any other applications and uses not set forth in this agreement is not provided or implied.
In the event Customer disputes any of the CDRs and/or charged amounts posted in the Site Control Panel, then Customer must provide Servatus written notice of the dispute (including the details thereof) and accompanying documentation to support each claim within ten (10) days of the applicable CDR dispute. Such notification must be delivered to the Servatus Billing Team, firstname.lastname@example.org. The support documentation shall include a written statement of the disputed amount, reasons for disputing such amount, and the applicable CDRs in Comma Delimited Format ( .csv file). Customer agrees and understands that notification of such dispute does not relieve Customer of its obligation to settle any outstanding payments, owed or due, or require an immediate refund for any pre-payment. Both Servatus and Customer agree to work in good faith to investigate and resolve all such settlement disputes. Accordingly, Servatus will provide Customer a determination no later then twenty (20) business days from the receipt of such notification and support documentation. Unless demonstrated otherwise, Servatus's determination shall be considered final.
Servatus shall provide CUSTOMER with technical support, at its sole discretion, and as limited to the Services provided herein. Technical support shall be rendered, as available, via email: email@example.com. Technical support for any other applications and uses not set forth in this agreement is not provided or implied.
In the event of CUSTOMER's breach of the terms of this Agreement, CUSTOMER shall reimburse Servatus for all attorneys, court, collection and other costs incurred by Servatus in the enforcement of Servatus's rights hereunder and Servatus may keep any deposits or other payments made by CUSTOMER.
Without limiting the Agreement, CUSTOMER hereby agrees to indemnify, defend and hold harmless Servatus, its Affiliates, and their respective directors, officers, employees and agents against any third party claim, loss or damage arising from the use of the Services.
Without limiting the Agreement, Servatus shall not be liable for any loss of revenue or profit by CUSTOMER for any loss or damage arising out of this Agreement or out of the use of the Services provided under this Agreement by any person, whether arising in contract, tort (including, without limitation, negligence or strict liability) or otherwise and whether or not informed of the possibility of such damages in advance.
Without limiting the Agreement, Servatus shall not be liable for any loss or damage sustained by CUSTOMER or any third party by reason of defects or malfunctions in the Site or Services provided by Servatus, or by reason of errors made by Servatus in connection with the Services.
In no event shall Servatus or its vendors be liable for any damages, including but not limited to loss of data or loss of revenue or profits arising out of, or in connection with, the use or inability to use the Service whether due to a breach of contract, breach of warranty, the negligence of Servatus or its vendors or otherwise. Neither Servatus nor its vendors will be liable for unauthorized access or alteration, theft or destruction of CUSTOMER's data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Servatus's or its vendor's negligence.
Customer agrees that it will be fully liable for all damages resulting directly or indirectly from use of the Site or Servatus Services.
Notwithstanding any provisions herein to the contrary, Servatus provides the http://servatus.ca website and Servatus Services "AS IS" and "AS AVAILABLE" AND MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICLUAR PURPOSE, with regard to the capacity, availability, reliability or other characteristics of Servatus, the http://servatus.ca website or any Service offered by Servatus.
Customer agrees that Servatus's obligations are subject to, and it shall not be responsible for any delays failure to perform or operation of http://servatus.ca where such delay or failure is the result of fire, flood, water, the elements, labour disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, acts of war, terrorism, acts of God, governmental actions, including but not limited to changes in regulations, tariffs, or rates, which make it impossible or impractical for Servatus to provide the Services offered by Servatus or to fulfill the obligations contemplated herein.
For the entire term of this Agreement and for a period of two (2) years after its termination, Customer shall maintain the confidentiality of all information or data, of any nature provided to it by Servatus, that contains a conspicuous marking identifying it as "Confidential" or "Proprietary" (the "Information"). Servatus shall use the same efforts (but in no case less than reasonable efforts) to protect information it receives from Customer as it accords to its own confidential and proprietary information. The above requirements shall not apply to information, which is already in the possession of Servatus and Customer. This Agreement shall not prevent any disclosure of information pursuant to applicable law or regulation, provided that prior to making such disclosure, both Servatus and Customer shall use reasonable efforts to notify each other of the required disclosure.
The materials displayed on or contained within the Site including, without limitation, all Site software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, short features, artwork and other graphic materials, and names, logos, trademarks and service marks (the "Materials"), are the property of Entreprise SoftConseil and SunNET Group or its licensors and are protected by copyright, trademark and other intellectual property laws.
Servatus and the servatus.ca name, design and related marks are trademarks of Entreprise SoftConseil © 2010. All rights reserved.
Entreprise SoftConseil and SunNET Group hereby grant Customer a personal, non-exclusive, non-assignable and non-transferable license to use and display the Materials for non-commercial and personal use only; provided that Customer maintains all copyright and other notices contained in such Materials. Customer agrees not to reproduce, modify, create derivative works from, display, perform, distribute, disseminate, broadcast or circulate any Materials to any third party (including, without limitation, the display and distribution of Materials via a third part website) without express prior written consent of Entreprise SoftConseil or SunNET Group. Use of Materials is only permitted with the express written permission of Entreprise SoftConseil or SunNET Group. Customer further agrees that it will not disassemble, decompile, reverse engineer or otherwise modify the Materials.
Customer agrees that this Section will survive the termination of Customer's right to use this Site.
Customer agrees that all claims, disputes or controversies (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) the Terms and Conditions set forth herein this Agreement; (b) this Site; (c) any advertisement or promotion relating to these Terms and Conditions of Use or this Site; or (d) transactions effectuated through this Site, or (e) the relationship which results from these Terms and Conditions of Use (including relationships with third parties who are not party to these Terms and Conditions of Use) (collectively "Claims"), will be referred to and determined by binding arbitration governed by the Federal Arbitration Act and administered by the American Arbitration Association under its rules for the resolution of consumer-related disputes, or under other mutually agreed procedures. Because this method of dispute resolution is personal and individual and provides the exclusive method for resolving such disputes, Customer further agrees, to the extent permitted by applicable laws, to waive any right Customer may have to commence or participate in any class action or class-wide arbitration against Entreprise SoftConseil or SunNET Group related to any Claim.
"Email Address"). CUSTOMER is responsible for notifying Servatus of any Email Address changes. CUSTOMER agrees that sending a message to the Email Address is the agreed upon means of providing notification. The Email Address is used to communicate important information about the Services, billing, rate changes and other information. The information is time-sensitive in nature. It is required that the CUSTOMER read any email sent to the Email Address in a timely manner in order to avoid any potential interruptions in the Services.
The term of this Agreement ("Term") begins on the date that Servatus initiates the Services and continues for the duration of the service period. At the end of the current Term, the Term is automatically renewed under the same terms and conditions for a like term as the Term just ending unless the CUSTOMER provides Servatus, prior to the end of the current Term, notification of intention to terminate the service. The CUSTOMER agrees to pay for the Services for the duration of the Term. Expiration of the Term does not alleviate the CUSTOMER of responsibility for paying all unpaid, accrued charges due hereunder. If the CUSTOMER chooses to terminate the service before the end of the current Term, the CUSTOMER will be immediately responsible for paying all fees otherwise due for the duration of the Term.
No waiver or amendment to this agreement or these terms and conditions shall be binding unless made in writing expressly stating that it is such a waiver or amendment and signed by an authorized representative of Servatus.
Servatus shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labour difficulties, equipment failure, late delivery by suppliers or other difficulties of Servatus as may occur in spite of servatus.ca's best efforts.
This agreement is governed by the laws of the province of Québec, Canada.
Any section or any other provision of this Agreement which is or becomes illegal, Invalid or unenforceable shall be severed here from and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall remain in full force and effect.
Descriptive headings in this Agreement are for convenience only and shall not affect the construction of this Agreement.
Failure of either Servatus or Customer to insist on performance of any term of condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege.
The relationship between Servatus and Customer shall be that of independent contractors, and nothing herein contained shall be deemed to constitute a partnership or joint venture between them or a merger of their assets or their liabilities or undertakings. Neither Servatus nor Customer shall have the right to bind the other, except as expressly provided for herein.
This Agreement represents the entire understanding between Servatus and Customer in relation to the matters herein and supersedes all previous agreements whether oral or written made between Servatus and Customer in relation to the subject matter thereof.
These terms and conditions constitute the entire agreement with regards to this sale. This agreement shall be binding upon the heirs, successors, and assigns of the parties hereto.