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Commercial Disclaimer
ISP Terms
Last revised - January 1, 2003
Spectrum Global Communications Inc.,
Commercial Disclaimer
122 King St. N., Waterloo, Ontario, N2J 2X8
Office 519.725.2000 Fax 519.725.1070 www.sgci.com
Use of Spectrum Global Communications Inc.’s
services constitutes absolute acceptance of
the following Terms and Conditions in conjunction
with the Terms and Conditions located at http://www.sgci.com/service/terms.asp
1. In this agreement,
the following terms shall have the following
meanings: The “Customer” is the person or organization
to which the “Internet Service” described on
the previous page will be provided. Spectrum
Global Communications Inc., with its head office
at 122 King St. N., Waterloo, Ontario, N2J
2X8 is the “Company” offering the “Internet
Service” as defined on this agreement.
2. Service: a) Subject to all terms and
conditions herein provided, the “Customer” hereby requests from
the “Company” and the “Company” hereby agrees to provide to the
“Customer” the “Internet Service” as described on the previous page.
b) The “Company” makes no warranties of any kind whether express
or implied, for the service it is providing. The “Company” will
not be held responsible for any damage suffered by the “Customer”.
This includes, but is not limited to loss of data resulting from
delays, non-deliveries, mis-deliveries, service interruptions, or
service downtime. Use of any information obtained via the “Company’s”
network is at the “Customer's” own risk. The “Company” specifically
denies any responsibility for the accuracy or quality of information
obtained through the “Internet Service”.
3. Payment: a) The “Customer” is responsible
for paying the “Company” the initial cost and monthly cost stipulated
under this agreement. Overage charges will be automatically invoiced
on all accounts in addition to regular monthly charges. Non-payment
of invoiced overages may result in interruption of service until
outstanding invoices are paid in full. b) The “Customer” is responsible
for paying any third party costs directly as required in order for
the “Company” to provide the “Internet Service” as requested.
c) The “Customer” hereby submits to any appropriate credit checks
the “Company” deems prudent prior to providing the Services. Terms
of Payment, at the sole discretion of the "Company," may
be limited by the "Customer's" credit history.
4. Terms of Payment: a) The “Customer”
shall pay the “Company” on the following basis: 1) Monthly
Pre-authorized Payment if “Internet Service” is under $100/month.
2) Quarterly Invoicing if “Internet Service” is under $100/month.
3) Monthly Invoicing if “Internet Service” is over $100/month, due
prior to the month the “Internet Service” is provided. 4)
Annual Invoicing may receive a 10% discount. 5) All Commercial
aDSL or sDSL Internet Service must be paid by i) Monthly Pre-authorized
Payment ii) Annual Payment, due prior to the "Internet Service"
being provided. b) Additional monthly billing will be invoiced at
the discretion of the “Company”. c) All accounts are non-refundable
and there is a $25.00 charge for all returned cheques. Any account
changes or re-activation on interrupted service are subject to a
$25.00 administration charge and applicable 3rd party
charges. To avoid interruption on service all accounts must be paid
in full by renewal date. A (two) 2% service charge per month will
apply on past due accounts and be added to ongoing invoices.
5. Term: a) It is understood
that this agreement is to be a (twelve) 12
month agreement from date of acceptance of
this agreement and is automatically renewed
annually unless written notification of cancellation
is received by the “Company” not less than
30 days prior to the anniversary date.
b) In the event the “Customer” terminates this
agreement or any of the Services prior to the
end of the Term or any Renewal Term, the “Customer”
shall pay to the “Company” in a single payment,
as liquidated damages, an amount equal to one
hundred percent (100%) of the remaining payments
outstanding to the end of the Term or Renewal
Term, as the case may be, unless alternative
“Company” Services of the same or greater monthly
rates and comparable Term are commenced, in
which case such payment shall not apply.
6. Taxes: All
applicable federal and provincial taxes shall
be added to the amounts payable and shall be
paid by the “Customer” to the “Company”. 7.
Excused Performance: a) The “Company”
shall not be liable for any breach of this
Agreement due to a cause beyond its control
and will not be responsible for performance
of its obligations hereunder where delayed
or hindered by embargoes, strikes, causalities,
civil unrest or other events beyond it’s control.
b) The “Customer” shall not be liable for breach
of this Agreement in the event the “Company”
ceases to operate as a business.
8. Termination:
a) The “Company” reserves the right to revoke
accounts and refuse “Internet Service” or access
to our facilities without notice and with forfeiture
of remaining balance. Any attempts to compromise
the security of the “Company’s” system will
result in termination of this Agreement. Upon
the termination of this Agreement, the “Company”
may disconnect the “Internet Service” listed
on the previous page and may claim the immediate
payment of all amounts owed to it by the “Customer”.
b) The “Internet Service” shall terminate automatically
if the “Customer” is in payment default, commits
any act of bankruptcy within the meaning of
the Bankruptcy Act (Canada), if any bankruptcy
or insolvency proceeding is taken by or against
the “Customer”, if the “Customer” makes any
voluntary assignments for the benefit of creditors,
if a receiver takes possession of any of the
“Customer’s” property, if the “Customer” ceases
to carry on a business in the normal course,
if the “Customer” is liquidated or wound-up,
if the “Customer” breaches proper use as described
in Section 12 “Use of Service”, or if the “Customer”
fails within 10 days of its receipt of the
“Company’s” notice to such effect to remedy
and breach by it of this Agreement. c) Termination
of this agreement for any reason shall not
relieve the “Customer” from any liability,
including amounts owing, accrued hereafter
prior to the time termination becomes effective.
d)
Cancellation of, or changes to, your Telephone
service does not constitute cancellation of,
or change to, your Internet Service (including,
but not limited to, changes of address, telephone
number, moving locations, etc.) and all cancellations
and changes must be submitted in writing to
Spectrum Global Communications Inc. DSL Service
is not considered cancelled, and the “Customer”
will be charged ongoing monthly fees, until
all Rented Hardware is returned in it’s original
working condition, or paid for, to the “Company”.
9. Limitation of Liability:
a) The “Company’s” sole obligation under this
Agreement is to furnish the “Internet Service”.
Except as otherwise provided herein, the “Company”
makes no representations or warranties of any
nature whatsoever, whether expressed or implied,
with respect to the “Internet Service” including
without limitation, any representation or warranty
with respect to the network transmission capacity
of common carriers or the “Customer” or the
reliability of the equipment of common carriers
or the “Customer”. b) The “Company’s”
liability for negligence or breach of this
Agreement shall not in any event be greater
than the total amount paid by the “Customer"
to the "Company" for the service
period that gives rise to the claim.
c) In no event shall the “Company” be responsible
for any indirect damages including but not
limited to, damages resulting from loss of
use, loss of profits, lost business revenue
or third party revenue. d) The “Company’s”
limitation on liability contained in the Agreement
shall survive the termination of this Agreement.
e) The liability of the “Company” for claims
arising from the provision of Services hereunder
shall be limited to those actually proven as
directly attributable to the “Company” and
the “Customer’s” exclusive remedy shall be:
(i) the correction of defects of which the
“Company” has received written notice by the
“Customer” within thirty (30) days of occurrence;
or (ii) where such correction is not practicable,
an equitable credit not to exceed the charges
invoiced to the “Customer” for that portion
of the Services which were defective.
f) The “Company” is not responsible for any
material found on the Internet. The “Company”
is merely the link between the end user and
the “Customer”. g) The “Company” is not responsible
for any hardware or software problems on the
“Customer’s” equipment. The “Company” will
perform service work or hardware installation
on the applicant’s computer on their request,
subject to the Terms and Conditions of our
Work Order. The “Company” is not responsible
for, nor assumes any liability for, warranty
considerations or voidance. h) High Speed Service
(DSL) is not available in all geographical
areas. Service can only be provided within
4.5 km of a Bell Central Office that has been
provisioned for DSL service. There may be wiring
conditions that do or do not exist in your
office or area that render DSL unavailable
to you. This agreement for DSL service is dependant
on Bell’s ability to provision your line.
If the “Company” is unable to provide DSL service
in the applicant’s area, we will cancel this
agreement without penalty. The “Customer” acknowledges
that the signing of this Agreement does not
guarantee service availability, as service
limitations may only be determined during the
provisioning process. i) The “Company”
does not guarantee connection or download speeds.
The “Customer’s” connection or download speed
will be determined by numerous factors such
as: Distance from Bell’s Central Office, line
quality, line noise, building wiring, telephony
equipment and hardware. The “Customer’s”
phone lines may require line filters to properly
establish a satisfactory connection.
The “Company” will not provide technical support,
guarantee connection, or be responsible for
any technical issues due to hardware or software
that has not been pre-approved by the “Company”.
10. Customer Sites and Equipment:
a) The employees of the “Company” or its designates
may enter the “Customer’s” site at all reasonable
hours to install, inspect, repair, maintain,
replace, disconnect and remove the “Internet
Service”. b) To the extent applicable,
it is the “Customer’s” responsibility to provide,
prepare and maintain one or more locations
within the “Customer’s” site for the installation
of the facilities and additional equipment
necessary in order for the “Company” to provide
the “Internet Service”. Such provisions, preparations
and maintenance shall comply with the specifications
supplied by the “Company”. c) It is the
“Customer’s” responsibility to procure and
maintain any and all telecommunication/data
equipment necessary for network connectivity.
d) The “Company” shall be permitted access
to all equipment used in connection with the
Services during normal business hours.
The “Customer” shall be responsible for all
losses or damages to the equipment caused by
the fault, negligence or willful misconduct
of the “Customer” or third parties. The
”Customer” shall be responsible for the use
and compatibility of all equipment or software
not provided by the “Company” and shall be
liable for all costs to troubleshoot difficulties
in the Services caused by equipment or software
not provided by the ”Company”. The “Company”
shall not be responsible if any changes in
the Services cause equipment or hardware not
provided by the “Company” to become obsolete,
require modification or attention, or otherwise
affect performance of the same. e) All Rented
Hardware remains the exclusive property of
the “Company” and is subject to the conditions
of the Rental Agreement. By not returning rented
hardware to the “Company” in it’s original
working condition, the applicant forfeits any
Rental Deposit and agrees to pay for replacement
of the hardware at it’s current market value.
f) the “Customer” authorizes the “Company”
to request Bell Canada to perform the configuration
of the subscriber line and network facilities
and the installation of requisite network equipment
arising from the request for DSL service and
to coordinate with Bell Canada maintenance
and repair activities with respect to the requested
DSL service.
11. Use of Service: a) Use of the
“Company’s” “Internet Service” constitutes
acceptance of the Terms and Conditions and
Disclaimer as posted on our Website at http://www.sgci.com/service/terms.asp
and the “Company” reserves the right to modify
the Terms and Conditions at any time.
b) The “Customer’s” use of the “Company’s”
network may only be for lawful purposes. Transmission
or storage of any material in violation of
applicable law or regulation is prohibited.
This includes, but is not limited to: transmitting
or storing of data which is threatening, obscene,
of defamatory, which belongs to a third party
and is protected by copyright, trade secret,
patent, or other intellectual property laws,
or violates export control laws. The “Customer”
agrees to indemnify and hold harmless the “Company”
from any claims resulting from the “Customer’s”
use of the “Internet Service” by anyone authorized
by the “Customer” who damages the “Company”
or any third party. c) The “Customer”
hereby acknowledges that the “Company” does
not own or have any control whatsoever over
the content, availability, accuracy, or any
other aspect of any information, including,
without limitation, all data, files, pictures
and all other information or content in any
form or of any type, accessible or made available
to or by the “Customer” or its end-users through
the use of the Services (“Information“). The
“Customer” agrees to indemnify and save the
“Company” and its suppliers harmless from and
against all loss, liability, damages of any
type and expenses, including reasonable counsel
fees, arising from any and all claims in connection
with the “Customer’s” or its end-users’ use
of the Services, including without limitation
all claims for libel, slander, invasion of
privacy, infringement of copyright, invasion
of private records and all other claims arising
from Information transmitted or made accessible
by or to the “Customer” or its end-users as
well as any and all claims for infringement
of parties arising from the use by the “Customer”
of any equipment, software, apparatus and or
systems not provided by the “Company” in connection
with the Services. d) Any access to other
networks and systems connected to the “Company’s”
network must comply with the rules appropriate
for that other network or system. Resale to
or use of the connection in whole or in part
by another person or organization is strictly
prohibited. e) The “Company” will
provide technical support for current accounts
to establish the “Customer’s” “Internet Service”
and setup the “Customer’s” e-mail accounts.
Hardware and software problems on the “Customer’s”
equipment remain the responsibility of the
“Customer”. The “Company” endeavors to provide
technical support to cover most popular Internet
software packages, but cannot guarantee knowledge
or expertise in all Internet related software.
The “Company” is not responsible for a lack
of knowledge by the applicant regarding use
of the “Internet Service” or computer. f) IP
addresses are Dynamically Assigned, unless
otherwise specified, and remain the property
of the “Company”. Static IP addresses
may be available at additional cost.
g) Multiple, simultaneous logins are not permitted.
Attempts to log multiple simultaneous connections
will result in overlapped access times being
billed at $10/hr. The account is intended for
singular commercial access and is not to be
shared. h) The “Customer” is not permitted
to resell Internet services unless written
authorization is obtained from the “Company”.
i) All Website Hosting, FTP hosting, Music
server hosting, etc is strictly prohibited
on all Analog service or ADSL Small Business
Internet Service.
12. Proprietary Rights: Notwithstanding
anything to the contrary in this Agreement,
nothing in this Agreement shall directly, or
indirectly, confer any title in the “Company”,
property or in any modification thereof to
the “Customer” or anyone operating under the
“Customer”. The “Customer” hereby acknowledges
and agrees that it shall have no right, title
or interest in or to static IP addresses assigned
to the “Customer” and the “Company”, may change
such number, given reasonable advance notice
to the “Customer”. The “Company” shall
have no obligation to notify any other party
of a change of IP address pursuant to this
Section. The “Customer” acknowledges and agrees
that it does not acquire any title or property
rights in the Services or the intellectual
property related thereto.
13. General Provisions: a) This
Agreement shall be governed by the laws of
the Province of Ontario. It may not be modified
except by writing and signed by both parties.
This Agreement constitutes the entire Agreement
between the parties and cancels, replaces and
supersedes all existing and prior agreements
and understandings, written or oral, between
the parties with respect to the Internet Services
referred to in this agreement. No waiver of
any of the provisions of this Agreement shall
be deemed to constitute a waiver of any other
provisions, whether or not similar nor shall
such waiver constitute a continuing waiver
unless otherwise expressly provided in a writing
duly executed by the party to be bound thereby.
The “Customer” shall be responsible for all
costs and expenses, including reasonable legal
fees and disbursements incurred by the “Company”
in connection with any legal or other proceedings
brought by the “Company”. b) Neither
this Agreement nor any rights hereunder may
be assigned by the “Customer” without the prior
written consent of the “Company”. The “Company”
may assign this agreement or it’s obligations
hereunder to an affiliated Company. c)
The Provisions of this Agreement are intended
to be severeable. If any provision of this
Agreement shall be held to be invalid or unenforceable
in whole or in part, such provision shall be
ineffective to the extent of such invalidity
or un-enforceability without any manner affecting
validity or enforceability thereof of the remaining
provisions hereof and thereof.
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