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HomeMy WebLinkAbout2008-026 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2008-026 Being a By-law to authorize a contract between the Corporation of the Municipality of Clarington and Bell Mobility Inc., Mississauga, Ontario, to enter into agreement for the Provision of Cellular Services and Related Hardware. THE CORPORATION OF THE MUNICIPALITY OF ClARINGTON HEREBY ENACTS AS FOllOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation Seal, a contract between, Bell Mobility Inc., Mississauga, Ontario, and said Corporation; and 2. THAT the contract attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 13th day of February, 2008. By-law read a third time and finally passed this 13th day of February, 2008c BELL MOBILITY CORPORATE ACCOUNT AGREEMENT Nam e of Client: Address for Billing and Notice: Contact Name: Contact Email Address: Municipality of Clarington 40 Temperance Street, Bowmanville , Ontario L 1 C 3A6 Jerry Barber Tel: 9056233379 x 402 jbarber@clarington.net Starts: February 13, 2008 Ends: February 13. 2011 Initial Term of Agreement ("Initial Term"): For good and valuable consideration the Client and Bell Mobility Inc. eBell") agree: 1. Services: The Client requests and Bell shall provide the wireless services associated with the rate plan(s) set out in Section 4 (the "Rate Plan(s)"), and/or other services used or requested by the Client or its Users and/or provided by Bell (the "Services"), in connection with each wireless device (including any replacements or upgrades thereto) (a "Device") activated for the Client or its Users on the Bell network, on the terms and conditions set out in this Agreement including Schedule A. Bell enters into this Agreement for itself and as agent for: Bell Canada (for Devices activated in the Atlantic provinces), MTS Mobility Inc. ("MTS"), Saskatchewan Telecommunications Holding Corporation ("SaskTer), NorthemTel Limited Partnership ("NorthernTer) and Telebec Limited Partnership ("Telebec") with respect to Devices activated in their respective territories. "Bell Mobility Inc." and "Bell" as used in this Agreement include Bell Canada, MTS, SaskTel, NorthernTel and Telebec (along with Bell, sometimes called "Member Companies"). "User" means each individual user of the Services who is an employee or other authorized representative of the Client or its subsidiaries. "Clienr' includes all or any Users. 2. Fees, Minimum Commitment and Early Termination Fee: (a) The Client shall pay the fees and charges referenced in Sections 4 and 5, any Early Termination Fees and late payment charges (collectively, the "Fees") and all applicable taxes, without set-off, in accordance with this Agreement. The Rate Plan(s) are effective on the date set out in Section 4. During the Initial Term Bell may not change the Fixed Fees (defined in Section 4). Otherwise Bell may change or add Fees during the Term by giving the Client at least 30 days advance notice. A User may transfer to a rate plan other than the Rate Plan(s), on payment of applicable change fees, but the User and Client shall not receive the discounts or special pricing offered under this Agreement with respect to that User, including for any added features and services. (b) During the Term the Client agrees to maintain the minimum number of Devices, set out in Section 6, activated on the Bell network under the Rate Plan(s) ("Activated"). If the minimum number of Devices (i) is not Activated within the number of days of the Effective Date set out in Section 7 and/or (ii) does not remain Activated at all times during the Term, Bell may change or eliminate any special pricing or discounts provided to the Client, and charge the Client the difference between the regular pricing and the special or discounted pricing during the time that the minimum number of Devices was not Activated. A Device activated on the Bell Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 BELL_LEGAL-#363882_v2"ProvinciaCCOrpllral&_acoounCagreomant_"_ETF final-DOC Claringlonlinal network prior to the Effective Date and not deactivated will be included in the minimum number of Devices once the Rate Plan has been assigned to the Device. (c) The Client or a User may deactivate a Device and terminate the related Services by giving Bell at least 30 days advance notice as set out in Section 9. If the Device is terminated within the following time periods, however, the Client must pay an early termination fee (the "Early termination Fee" or "ETF") calculated as follows: Maximum ETF for Device provided at pricing based on committed term of 36 months = $350.00 Maximum ETF for Device provided at pricing based on committed term of 24 months = $300.00 Maximum ETF for Device provided at pricing based on committed term of 12 months = $250.00 Formula: Take Maximum ETF for the relevant committed term; multiply by number of remaining months in committed term; divided by the total # of months in the committed term. Example: Device on a 2 year committed term (24 months@$300 maximum ETF) with remaining number of months =10 months. ETF is = $300.00 X 10/24= $125.00 . The Client agrees that the Early Termination Fee is a true estimate of the damages that would be incurred by Bell because of the early deactivation of the Device and termination of the related Services, and not a penalty. This section applies even after the expiration of the Term or other termination of the Agreement for all Devices remaining activated. Clients who wish to transfer a User from one Member Company to another should contact their account representative to discuss options. 3. Term. After the Initial Term ends, this Agreement will continue in effect on the same terms and conditions on a month-to-month basis until either party gives the other 30 days advance written notice of termination. The Initial Term and any additional period of time before termination are collectively referred to as the "Term". After the Initial Term Bell may change the Rate Plan(s) and Fixed Fees, and make any other changes to this Agreement or the Services, by giving the Client at least 30 days advance written notice. After this Agreement is terminated no new Devices may be activated hereunder and Sections 2(b), 6 and 7 shall not apply. However, Bell wilt continue to provide and Client will continue to receive the Services for each existing Device until the Client or a User deactivates a Device and terminates the related Services as set out in Section 2{c), or Bell deactivates a Device and terminates the related Page 1 of 10 Services as set out in Section 18 of Schedule At and the terms of this Agreement will otherwise continue to apply during such time with respect to such Services and Devices. 4. Rate Plan(s). During the Term Bell will make the following plan(s) available to the Client at the prices listed below, subject to the terms and conditions of this Agreement, effective as of: [30/45/60/90) days from date of first bill cycle after Effective Date, i.e.,O Voice Plan Ontion 1 - oer user, oer month Rate Plan Name: ALL IN ONE DYNAMIC BIZ Included minutes: 250 Contract Term: 36 Basic Rate: % Discount.: Monthlv Access Fee: $30.00 26.6% Additional minutes Basic Rate/Minute 0-99 0.20 100-299 0.17 30-599 0.14 600 + 0.10 Airtime Rate ner minute Basic Rate: Local calls TIERED Canadian Lana Distance $0.10 Lonn Distance to US $0.20 Features and SeNiees: Basic Rate: % Discount*: MESSAGE CENTER SERVICE $8.00 100% CALL DISPLAY $6.00 100% POOLING $5.00 100% DATA POOLING $5.00 0% UNLIMITED E.l;EN ING LOCAL CALLING (6PM $7.50 0% START TO SAM UNLIMITED WEEKEND LOCAL CALLING $7.50 100% 10-4 FEATURE $15.00 25% Other priee plans available w/same features as above ALL IN ONE DYNAMIC BIZ 450 $50.00 8% ALL IN ONE DYNAMIC BIZ 700 $70.00 8% ALL IN ONE DYNAMIC BIZ 1000 $100.00 8% Other: Basic Rate: Svstem Access Fee Included on above price plans $8.95 value included in Dynamic Biz price plans. 911 Service Included on above price plans $0.75 value included in Dynamic Biz price plans. One-time Activation Fee $35.00 100% Voice Plan Ontio" 2 . oer user, oer month Rate Plan Name: JUST FOR BUSINES Included minutes: 200 Contract Term: 36 Basic Rate: % Discount*: Monthlv Access Fee: $25.00 31% Additional minutes Basic Rate/Minute OUT OF BUNDLE (PER SECOND BILLING $0.20 Airtime Rate ner minute Basic Rate: Local calls $0.20 Canadian Lana Distance $0.10 Lone Distance to US $0.20 Features and SeNices: Basic Rate: % Discount*: MESSAGE CENTER SERVICE $8.00 100% CALL DISPLAY $8.00 100% POOLING $5.00 100% DATA POOLING $5.00 0% UNLIMITED E;:ENING LOCAL CALLING (&PM $15.00 100% START TO SAM UNLIMITED WEEKEND LOCAL CALLING $10.00 100% 10-4 FEATURE $15.00 25% Bell Mobifity MGS Corporate Account Agreement February 2008 Version 1 Page 2 of 10 Il!!/'" I BELL_LEGAL-#363B82_~2_PrO\linc;;aLCOrJXIrnl"_account_agre"menC-_ETF final.DOC Clalingtonfinal Voice Plan 0 tion 2 variations Just For Business + 250 Min Bundle Just For Business + 500 Min Bundle Just For Business + 2SOmin +500 Min Bundles Just For Business + 1000 Min Bundle Other: S stem Access Fee 911 Service One-time Activation Fee Total Minutes 450 minutes 700 minutes 950 minutes 1200 minutes Basic Rate: $8.95 $0.75 $35.00 Provincial Pricin Net Cost $42.25 $67.25 $92.25 $117.25 49.75% $4.50 66.5% $0.25 100% Voice Plan Ootion 3 - ner user, per month Rate Plan Name: Business Canada Included minutes: 150/250/500/750/ 1250/2000 Contract Term: 36 Basic Rate: % Discount"": Monthly Access Fee: $30/$40/$60/$90/$150 8% /$220 Additional minutes Basic Rate/Minute Business Canada 1501250/500 0.30 Business Canada 750/1250 0.20 Business Canada 2000 0.20 Features and Services: Basic Rate: % Discount"": MESSAGE CENTER SERVICE $8.00 100% CALL DISPLAY $6.00 100% 10-4 FEATURE $15.00 25% Other: Basic Rate: System Access Fee $8.95 49.75% ($4.501 911 Service $ 0.75 66.5% ($0.251 One-time Activation Fee $35.00 100% Voice Plan Ootion 4 -li8r user, per month Rate Plan Name: Business North America Included minutes: 200/400/800/1600 Contract Term: 36 Basic Rate: % Discount"": Monthlv Access Fee: $70/$100/$170/$300 8% Additional minutes Basic Rate/Minute Business North America 200 0.30 Business North America 4001800 0.25 Business North America 1600 0.20 Features and Services: Basic Rate: % Discount"": MESSAGE CENTER SERVICE $8.00 100% CALL DISPLAY $6.00 100% 10-4 FEATURE $15.00 25% ($11.25 after discou nU Other: Basic Rate: SYStem Access Fee $8.95 49.75% 1$4.501 911 Service $0.75 66.5% ($0.25) One-time Activation Fee $35.00 100% Data Plan, Per user, per Included Data Basic Rate % Discount Additional Data United States month on Basic Rate"": Roaming Data Aircards and Modems 1 X Enterorise $ 25 4MB $25.00 20% $12.001 MB $6.00 I MB 1X Enternrise $ 40 8MB $40.00 20% $6.00 I MB $6.00 I MB 1 X Enterorise $ 100 Unlimited $100.00 46.75% NIA $3.00/MB Blackberrv 81ackbenv Email transmission Bell Mobiliiy MG S Corporate Account Agreement February 2008 Version 1 BELL _ LEGAL-#363882-v2..provincisLoorporate_scooun'-agreem..rrt_-_ETF _Final.DOC Clalinglon!in..l Page 3 of 10 I fl)" I Enternrise RIM $25 4MB $25.00 20% $12.00 I MB $8.00 I MB Enterorise RIM $ 60 Unlimited Email $60.00 40% $6.00 I MB Tether $8.00/ MB Enterorise RIM $ 100 Unlimited Email $100.00 32% Unlimited VoValleur $8.00/ MB PDA Devices Data Plan $ 25 4MB $25.00 20% $12.00/ MB $6.00 I MB Data Plan $ 40 8MB $40.00 20% $6.00/ MB $6.00/ MB Data Plan $60 Unlimited $50.00 11.25% N/A $6.00/ MB Features and Services: Basic Rate: % Discount": MESSAGE CENTER $8.00 100% CALL DISPLAY $6.00 100% DATA POOLING $5.00 0% Other: Basic Rate: SyStem Access Fee $8.95 49.75% ($4.50 911 Service $0.75 66.5% 1$0.25\ One-time Activation Fee $35.00 100% I Other Features and Services: TEMPORARY SUSPENSION HARDWARE UPGRADE FEE DEACTIVATION POLICY North America Pa er use Text Messa in International Text Messa in HARDWARE UPGRADE Basic Rate: $15.00/MONTH $35.00 30 DAYS $O.15Jmessa e $O.20Jmessa e 12 MONTHS MAXIMUN 6 MONTHS $10.00 Char ed $25.00 WAIVED END OF BILL CYCLE *Bell will not increase those Fees, or reduce those discounts, as applicable. which are marked with an asterisk above (the "Fixed Fees~) during the Initial Term, as long as Client remains qualified to, and does, receive the above Rate Plan(s) throughout the Term. Discount applies to Basic Rates. tThe system access fee (SAF) is charged to help recover the costs associated with operating and maintaining a wireless network. including costs for ongoing maintenance. new equipment installations and technology upgrades. It is not required by nor collected for the government. SAF and e-911 fees above apply to Devices activated by Bell Mobility Inc. Other SAF and e-911 fees are as follows: For Devices activated by: MTS - SAF is $5.95 and e-911 is $.75; Sasktel - SAF is $6.25 and 0-911 is $.49; Bell Canada (for Atlantic provinces) - SAF is $6.95 and e-911 is $.75 except in Newfoundland where there is no e-911 charge; NorthernTel and Telebec- SAF is $6.95 and e-911 is$.75. Some provincial governments also impose a charge for provincially or municipally provided emergency services which is collected by telecommunication service providers and remitted to the applicable provincial government. If a charge for provincial and municipal emergency services is invoiced to Client, Client agrees to pay this amount to Bell and Bell shall remit the required amount to the applicable government. 5. Services and Fees. The Client shall pay all charges invoiced, including for all Services used by or requested by and/or provided to the Client or a User or in respect of each Device. Services for which charges are payable include, but are not lim ited to, monthly access, local airtime, system access, data support charges, e.911 Services, 411 services, vOicemail, call display, conference calling, other features, long distance and roaming services (for which the Client will also be charged for foreign taxes that Bell incurs in providing such long distance and roaming services), 10-4 services, paging services, data usage, text, picture, video or other multimedia messaging, content, downloads, applications, browser usage, Wi Fi hotspot usage, other usage, wireless payment and other transactions, number transfers. client service, activation, programming, changes (such as account transfer or migration to other rate plans), upgrades and administration (such as for NSF cheques and reinstatement after suspension) and re- connection. The Client shall also pay all charges for Devices (including upgrade or replacement charges), software, other equipment and accessories, and shipping and handling charges. Charges other than the Fixed Fees shall be in accordance with Bell's standard pricing policies from time to time. Clients who cancel a feature included in the Monthly Access Fee will continue to pay the full Monthly Access Fee. Important: Pay Per Use Data Transport Charges: USING CERTAIN FEATURES, SERVICES AND APPLICATIONS ON OR WITH A DEVICE, DOWNLOADING CONTENT, AND USING THE DEVICE AS A MODEM FOR CONNECTiVITY (SUCH AS TO CONNECT A PERSONAL COMPUTER OR OTHER DEVICE TO THE INTERNET) MAY RESULT IN PER-KILOBYTE DATA TRANSPORT CHARGES. If Client subscribes to a data plan, Client will be charged additional per kilobyte rates as set out in the plan, for any data transport usage in excess of the data transport included in the monthly data plan fee. Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 Page 4 of 10 1m3""1 8ELL_LEGAL4363982-v2-Provinc;aLoorporalo_acoo\jnCagroomllnC-_ETF _Final,DOC Cloringtonflnal 6. Minimum number of Devices: _75_ 7. Number of days from Effective Date for Activation of minimum number of Devices: _45_[90/120] 8. Invoicing: Check one or both below, as applicable. If both are checked, Client shall identify which Users are to be included on the "CORP" invoi ceo l8J CORP Client will receive one monthly invoice for all Users (or identified Users, as applicable) addressed to the address and contact set out above. o INDV Invoices will be sent to each User at the address and contact name provided by each User. 9. To Contact Bell: Brenda Core-Young - Account Manager hardware, Norcom Cellular, office 1 9054320088, cellular 1 905 706 6400, email b.core- young@norcomtelecom.com Corporate Client Care/support - Jelena Panic 1 905 282 3086 and Gayathri Kathir 1 905 282 4079, email Enterprisecc2@bell.ca Michelle Firth - Account Executive Bell Mobility 416801 0452, email michel1e.firth@bell.ca By signing below, the Client: . Acknowledges that it has read, understands and agrees with all the terms and conditions in this Agreement, including the limitation of Bell's liability, Client's joint and several liability with Users, and other terms and conditions set out in Schedule A; . Consents to the collection and exchange of information, including credit information, that Bell may require from time to time, including the verification of the information provided herein; and . Agrees to the application of the Early Termination Fees as described above. Sell Mobility Inc. Jim Abernethy, Mayor and Clerk P)tatti Barrie: Authorized Signature of Client Mayor and Clerk ..::~ - - Jim Abernethy, Mayor and P~atti Barrie, Cle~.^~ :::- Name' ~ Authorized Signature /' --~y- ~ T t( Titl ThiS Agreement is binding only once signed by Bell Mobility Inc. SCHEDULE A - GENERAL TERMS AND CONDITIONS 1. Services. Services are available in Sell's and its roaming partners' coverage areas on compatible devices where technology permits. To maintain or improve the Services, or for other business reasons, Bell and its roaming partners may make changes to the Services, network or other facilities (including changes in and replacement of technology), and Bell and its roaming partners may enlarge, reduce or change their coverage areas at their discretion, without notice, and are not liable for any changes in Client's ability to use the Services or the Device, including compatibility issues with any Device, as a result of such changes. If Client roams in a roaming partner's coverage area Client is also subject to the terms and conditions of the roaming partner including any limitation or exclusion of liability. 2. Users. The Client represents, warrants and agrees that each User is an employee or other authorized representative of the Client or its subsidiaries at all times while the User is using the Services. The Client shall provide proof of each User's status at Bell's request. If one or more "Users" are not in fact employees or representatives of the Client then their accounts shall be transferred to a basic plan or terminated, as determined by Bell, but they shall othelVlfise continue to be bound by this Agreement. The Client must ensure all Users have notice of and comply with this Agreement and the Client is liable for User's non-compliance. The Client is responsible for all Fees and taxes invoiced to the Client directly. The User and the Client are jointly responsible for all Fees and taxes invoiced to the User directly and other obligations in this Agreement, individually and together. If any User signs an individual service agreement for the Device and the Services, this Agreement shaH prevail to the extent of any conflict with the individual service agreement. Bell is entitled to take and rely on instructions from any User with respect to such User's Services and Device. The Client and not Bell is responsible to ensure that the Users comply with any of Client's policies, rules or guidelines with respect to the use and payment for the Devices and Services. Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 Page 5 of 10 BELL_LEGAL..#363882_v2_ProvinciaU:orporate_account_agreement_-_ETF Jinal.DOC Claringtonfinal IH)""I 3. Protection of Client's Privacy. All information that Bell keeps about the Client i s confidential, other than publicly available information such as Client's name, address and listed telephone number. Unless Client provides express consent or disclosure is pursuant to a legal power, Bell will not disclose Client personal information to anyone other than to: i) Client: ii) a person who, in Bell's reasonable judgment, is seeking Client's personal information as Client's agent iii) another telecommunications service provider to provide Client with efficient and cost-effective telecommunications service; iv) another company to supply Client telephone or telephone directory related services; v) an agent that Bell retains to evaluate Client's credit\.vorthiness or collect Client's account, provided that the information is required for and is to be used only for, that purpose; and/or vi) a public authority if it appears there is imminent danger to life or property. Express consent may be taken to be given by Client where Client provides: written consent; oral confirmation verified by an independent third party; electronic confirmation through the use of a toll-free number; electronic confirmation via the Internet; oral consent, where an audio recording of the consent is retained by Bell; or consent through other methods, as long as an objective documented record of Client's consent is created by Client or by an independent third party. Bell also protects Client's personal information in accordance with the Bell Client Privacy Policy and the Bell Gode of Fair Information Practices, which apply to the Bell Companies, including Bell Canada, Bell Mobility, Bell ExpressVu, Bell World stores and Espace Bell stores. To view Bell's full Policy and Code, please visit www.bell.ca/Drivacv. 4. Sharing of Information. By signing this Agreement, Client consents to the sharing of account and profile information held about Client by each of the Bell Companies with the other Bell Companies to help the Belt Companies better identify Client's communication and entertainment needs, and to provide Client with relevant information, advice and solutions. If Client does not wish to have its account and profile information shared by the Bell Companies, Client shall advise Bell's Client Service at the addresses or numbers listed in Section 9 of the Agreement. Client understands that without this consent, the Bell Companies will be limited in their ability to provide Client with a simplified Bell client experience and to provide Client with relevant offers to suit Client's needs. 5. Credit Information. By signing this Agreement, Client also consents to (i) Bell collecting information about Client's credit history from another Bell Company, credit grantor or credit reporting agency, and maintaining and using information about Client's credit history. to activate Client's Service and assist in collecting amounts owed by Client, and disclosing Client's Bell credit history to other credit grantors and credit reporting agencies, and (ii) if Client is a client of another of the Bell Companies, to receiving one bill for the Service and the services of the other Bell Companies if and Bell Mobility MG S Corporate Account Agreement February 2008 Version 1 BELL _LEGAL-#3tl3882......2-Prnvincial_oorporal.._al:<Xlunt~agroom"nt _ -_ETF Jinal.DOC Claringlonflnal when such billing consolidation is available. 6. Bell's Confidential Information. Client agrees to take such care to protect the confidentiality of the Bell Confidential Information as would be taken by a reasonable party to protect its own confidential information from disclosure and, except as required by law or to carry out its obligations or receive the Services under this Agreement, Client agrees not to use or disclose the Bell Confidential Information without Bell's prior written consent. "Bell Confidential Information" means any data, documentation or other information of a proprietary nature of Bell, whether or not identified as being confidential or proprietary, which is disclosed or made available to Client in connection with the negotiation, preparation or performance of this Agreement and the design, installation, delivery or implementation of the Services, including pricing information and net\.vork design specifications. Bell Confidential Information excludes any data, documentation or other information which is (i) in the public domain. (Ii) known to the Client without confidentiality obligations attached thereto prior to receipt thereof from Bell, or (iii) available to the Client on a non-confidential basis from a source other than Bell, if that source or its source is not in breach of any obligations of confidentiality to BelL 7. Client's telephone number and Identifiers. Client does not own the telephone number or other identifiers that Bell has provided or assigned to Client and Bell reserves the right to change any of them if required. Bell will notify Client in advance, and Bell will not be liable for any costs, damages or losses associated with, this change. Client's telephone number may be automatically transmitted to the person Client calls, other carriers, or to Bell. Client may permanently block the display by telling Bell when Client activates service, or on a per call basis at any time by dialling "67 before Client dials the desired phone number. If Client chooses to permanently block the display, Client can unblock the display by dialling *82 before dialling the desired phone number. 8. Transferring Number to Bell: If Client requests to transfer a phone number that is currently assigned to Client from its existing service provider to Bell, Bell shall make the "transfer-in" request to Client's existing service provider on Client's behalf provided that Client has the right to make the request. Client represents and warrants that it has the right to make the request and authorizes Bell to make the transfer~in request to the other service provider on Client's behalf and to share Client's name, telephone number, address and other personal information relevant to the transfer request with the other service provider. Client agrees to complete and sign a request form if necessary. Client cannot transfer the services of the other service provider, including any features, applications or content, IP address, or any device to Bell. Client is responsible to pay all amounts owing on its account with the other service provider, including early termination charges if applicable. 9. Transferring Number to Another Service Provider: Provided that Client's assigned account and phone number are active, then, in connection with the termination of Services with respect to a Device, Bell shall forthwith process a "transfer-out" request for the wireless phone number assigned to Client that is made on Client's behalf by, and received by Bell from. Client's new chosen service provider. Any Early Termination Fee applicable to the termination of the Services will apply. Client shall pay the Page 6 of 10 monthly charges applicable for the 30 days after the transfer is requested, in lieu of the 30 days advance notice required under Section 2(c) of the main part of the Agreement. Client cannot transfer the Services, including any features, applications or content, IP address, or any Device to Client's new service provider. Bell may be required to contact Client in connection with a transfer-out request for the purposes of making any adjustments to Client's rate plan, account, invoicing or services that are required as a result of the transfer-out request or termination of the Services, and Client consents to such contact. Bell is not responsible for any interruption, disruption or disconnection of services associated with the telephone number which is the subject of a transfer request. 10. Warranty and Return PoUe y. The performance, quality, or suitability of the Device and any accessories or other equipment provided to Client in connection with the Services are subject to the manufacturers' warranties and the specifications of Bell for the Device and such equipment, and any extended warranty that Client may have purchased. Any extended warranty claims must be made in accordance with the terms of the actual warranty purchased. For more details on current return and warranty policies for Devices and other equipment, please visit www.bell.cafwarrantyandrepairs or a Bell retailer. Dealers may have different warranty, repair and return policies. BELL DOES NOT WARRANT OR GUARANTEE THAT THE DEVICE, EQUIPMENT OR SERVICES WILL OPERATE ERROR-FREE OR WITHOUT FAILURE OR INTERRUPTION. BELL DOES NOT WARRANT OR GUARANTEE THE PRIVACY OR SECURITY OF ANY COMMUNICATIONS WHILE CliENT IS USING THE SERVICES, EQUIPMENT OR THE DEVICE. BELL DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPliED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABiliTY, FITNESS FOR PARTICULAR PURPOSE, OR REliABiliTY OR AVAILABiliTY OF THE SERVICE. 11. Updates. To ensure continuity of the Services, the integrity of Bell's network, for proper maintenance of the Device and the Services, or to comply with manufacturers' warranties, Bell may update the software, features and settings on Client's Device. Client agrees to and shall permit Bell to make such upgrades and changes as necessary without notice. 12. Pre-Authorized Payment. Client expressly authorizes Bell to charge Client's credit card or other pre- authorized payment vehicle the amount of any charges due under Client's account if (a) Client has requested pre- authorized payment via credit card or other pre-authorized payment vehicle, (b) such charges are outstanding or (c) the Services are terminated for a Device. This will constitute Bell's sufficient authority for doing so. Client promises that the credit card for which Client has provided information to Bell is in Client's name, is valid and has not expired. Client promises to promptly advise Bell if Client's credit card information changes due to its loss, theft, cancellation or expiry. 13. Credit and Spending Limit. At its discretion. Bell may, but is not required to, impose a credit and spending limit on Client's or any User's account at any time. The Services may be suspended at any time if Client's balance, including unbilled usage and pending charges and adjustments, exceeds this limit. Notwithstanding such limit or suspension, Client is obligated to pay Bell any amounts owing in excess of such limit. Bell may also change Client's limit at any time. Bell will give Client prior notice if Bell imposes or changes a credit and spending limit. If Bell suspends the Services, Client must pay down its account to an amount below Client's limit before Bell will re-start Client's Service. Bell may charge an administrative fee to re-start Client's Service. This credit and spending limit may be imposed, in Bell's discretion, as an alternative to any required security deposit. 14. Security deposits. Should Clienfs credit rating or usage charges warrant at any time, Bell may require a refundable security deposit from Client. After 6 months of timely and consistent payments of Client's account in full, Clienfs security deposit will be, at Bell's option, either (a) returned to Client, or (b) applied to Client's account, in either case without interest. Bell may set off against the security deposit, if any, outstanding amounts, fees and charges owed by Client to Bell. 15. Payments. Client's monthly bill is payable upon the date of the invoice and if payment is not received by Bell within 30 days of that date Client will be charged interest on the balance owing at the rate of two percent per month (or 26.82% per year) (or such other rate as Bell notifies Client in writing), calculated from the date of the invoice. Client must allow adequate time for payment processing and receipt by Bell. Bell reserves the right to require immediate payment in full of amounts, whether billed or not, that are inconsistent with Clienfs normal usage pattern. Bell may bill Client up to one year from the date a charge was incurred. Bell will apply any credits due to Client against future charges payable by Client under this Agreement, if Client notifies Bell within 90 days of receipt of Clienfs invoice for which a credit is claimed. If Client is entitled to a credit from Bell, Client represents and warrants that Client has made no separate claim for a refund from a financial institution. To correct any payment made by Client through electronic means (such as Internet or telephone banking or ATM machine), Client must first request Client's financial institution to make the correction. Bell may charge Client an administrative fee for payments rejected for insufficient funds. 16. Loss or theft. Client shall notify Bell immediately at the telephone number set out in Section 9 of this Agreement if Client's Device is lost, stolen or destroyed. Client is responsible for the cost of replacing it, and for all fees and charges incurred prior to Client notifying Bell. 17. Use of Service. Client is responsible to safeguard the Device, and for the use of the Device and the Services by Client and any other persons, except as provided under the heading ~Loss or theft" above. Client shall not use or allow others to use the Services or the Device if such use: . is for, or results in, any illegal, abusive. annoying or offensive activities, including the commission or encouragement of a criminal offence. stalking, harassment, spamming, disrupting or interfering with the Internet, any network or computer devices, transmission of a virus or other harmful component, Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 Page 7 of 10 BELL_LEGAL-#363882..y2_PruvinciaU:orporate_aooounCagreemenC__ETF _Final,DOC Clatinglonfinal defamation, intellectual property infringement, or interference with other dients' service; . consumes excessive network capacity in Bell's reasonable opinion, or causes Bell's network, or Bell's ability to provide services to others, to be adversely affected: . is for multi-media streaming, voice over Internet protocol or any other application which uses excessive network capacity that is not made available to Client by Bell; . is to operate an email, web, news, chat or other service. Client shall not threaten, abuse or harass any Bell employee or representative. Client shall not commit, attempt to commit, or allow others to commit or attempt to commit, any fraud against Bell, including fraudulently obtaining Services or Devices, or transforming outbound communications into incoming communications to avoid applicable charges, and shall not otherwise abuse flat rate or unlimited use plans, or allow others to do so. Client shall not resell, transfer, distribute, share or exploit for commercial purposes any Services or engage in or allow any alteration, copying, reproduction of or tampering with electronic serial numbers, or other identification, signalling or transmission functions or components of the Device. In addition, Client must follow all other service regulations issued or adopted by Bell. Bell may immediately suspend or terminate all or' part of Client's Services and this Agreement and deactivate Client's Device if Client breaches any of these "Use of Service" provisions. 18. Indemnity. Client is responsible for and will indemnify Bell for all damages, losses, expenses and any action, claim or judgment which may be made against Bell by anyone in connection with the use of Client's Device, the Services or Client's breach of this Agreement. 19. Licenses. Client grants Bell and Bell's suppliers a world-wide, royalty-free, unrestricted license to use, copy, adapt, transmit, display and perform, distribute and create compilations and derivative works from, any and all user content Client elects to post in connection with the Services, solely as required for Bell to provide Client the Services. Client acknowledges that Bell may store Client's content on Bell's or its suppliers' facilities for the purposes of Client accessing such content, but that if Client fails to access such content within a certain period of time (not less than 30 days from the last access unless Bell tells Client otherwise) or if Client's Services terminate, Bell may delete such content without notice to Client. If Client upgrades or replaces a Device, content including pictures, contacts, music, screensavers, games and ringtones may not be capable of being transferred to the other Device. By enabling or activating any aspect of the Services, including applications, transactions. downloads, games or other content, Client agrees to abide by any written end-user license, warranty and other terms and conditions that are made available in connection with the use of such aspects of the Services. 20. Ending the Agreement and Services. Bell may contact Client to end this Agreement and/or deactivate the Device and terminate the Services by giving Client 30 days advance written notice, or at any time without notice if Client does not pay any amount owing when due, including a required deposit, or Client otherwise breaches this Agreement. In addition to all other Fees and taxes payable, Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 aELL~LEGAL-#363882-~2-Pro~inciaC oorporals.acwunU3ljr<,em,"T1_-_ ETF _Final.DOC Claringlonfinal Client must pay the Early Termination Fee if Bell ends this Agreement and/or the Services as a result of Client's non. payment or other breach of the Agreement. Bell may also without notice suspend the Services and deactivate Client's Device for Client's non-payment or other breach, in addition to any other rights and remedies available to Bell at law or in equity. Failure of Client to activate a Device within gO days of purchase is a breach of the Agreement for which the Early Termination Fee is payable. calculated from the end of the gO-day period. Upon termination of the Services and this Agreement, Client must pay in full all charges that are due including any Early Termination Fees and any outstanding Fees and taxes owing under this Agreement. Late payment charges will continue to accrue after termination of this Agreement on any unpaid amounts. This obligation survives termination of this Agreement. Bell will provide a refund of the amount of any credits which remain outstanding (after netting out any amounts payable by Client) upon the termination of this Agreement. Client must contact Client's financial institution to cancel any direct debit and credit card authorizations relating to Client's account. 21, LIMITS ON LIABILITY, EXCEPT FOR A VIOLATION BY BELL OF SECTION 3 OF THIS SCHEDULE A, OR FOR PHYSICAL INJURIES OR DEATH, OR DAMAGE TO PROPERTY CAUSED BY BELL'S GROSS NEGLIGENCE. FOR WHICH, IN EACH CASE, BEll'S LIABILITY SHAll NOT BE LIMITED, BEll IS NOT LIABLE TO CLIENT OR ANYONE USING THE DEVICE OR THE SERVICES, OR ANY THIRD PARTIES, FOR THE FOllOWING: I) DEFECTS, FAilURES OR INTERRUPTIONS IN SERVICE, INCLUDING TRANSMISSION; II) ANY DAMAGES, including lOSS OF PROFITS, lOSS OF PROPERTY, lOSS OF EARNINGS. lOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER lOSS, HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICES OR THE DEVICE; III) ANY CONTENT TRANSMITTED ON OR RECORDED BY BEll'S FACILITIES. INCLUDING CONTENT THAT MAY BE IllEGAL, DANGEROUS, DEFAMATORY, OFFENSIVE OR ANNOYING OR WHICH MAY INFRINGE UPON OTHERS' INTEllECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. OR ANY CONTENT, APPLICATION OR SERVICES PROVIDED TO CLIENT BY A THIRD PARTY FOR USE WITH THE DEVICE OR THE SERVICES, EVEN IF BEll BillS CLIENT FOR SUCH CONTENT, APPLICATION OR SERVICES ON BEHALF OF SUCH THIRD PARTY; IV) ANY BREACH BY CLIENT OF THE AGREEMENT, CLIENT'S NEGLIGENCE. OR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES, OR THE DEVICE; V) LOSS, THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE SERVICES, THE DEVICE. ANY EQUIPMENT, ANY BEll PREPAID CARDS, VOUCHERS, COLLATERAL, ELECTRONIC RECEIPTS OR THE 2 DIGIT PERSONAL IDENTIFICATION NUMBER; AND VI) ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, DAMAGES SPECIAL OR WHATSOEVER Page 8 of 10 I c7Yl3" I ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES (INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF BELL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EXCEPT FOR A VIOLATION BY BELL OF SECTION 3 OF THIS SCHEDULE A, OR FOR PHYSICAL INJURIES OR DEATH, OR DAMAGE TO PROPERTY CAUSED BY BELL'S GROSS NEGLIGENCE, FOR WHICH, IN EACH CASE, BELL'S LIABILITY SHALL NOT BE LIMITED, BELL'S TOTAL CUMULATIVE LIABILITY FOR DAMAGES, EXPENSES, COSTS, LIABILITY OR LOSSES (COLLECTIVELY, "DAMAGES") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES, IF ANY, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF BELL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, IS LIMITED TO DIRECT, ACTUAL, PROVABLE DAMAGES AND WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOT AL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS AND CREDITS) PAID BY THE CLIENT FOR THE SPECIFIC SERVICE(S) THAT GAVE RISE TO THE DAMAGES, DURING THE ONE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID FOR PREVIOUS CLAIMS, IF ANY. THIS SECTION SHALL APPLY EVEN IF THERE IS A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR A FUNDAMENTAL BREACH OF THIS AGREEMENT. CLIENT AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT BELL WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE CLIENT'S AGREEMENT TO LIMIT BELL'S LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR IN THIS SECTION. The following applies when BeH provides e9-1-1 Services. (A) Bell's liability is not limited by the limitations set out below in cases of Bell's deliberate fault, gross negligence or anti- competitive conduct or in cases of breach of contract where the breach results from Bell's gross negligence. (B) Except in cases where Bell's negligence results in physical injury, death or damage to Client's property or premises, Bell's liability for negligence related to Bell's provision of e9-1-1 Services is limited to the greater of $20 and three times the amount Client would otherwise be entitled to receive as a refund for the provision of defective service under this Agreement. (C) In addition, in respect of Bell's provision of e9-1-1 Services, Bell is not liable for: (i) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted over Bell's telecommunications network from Client's property or premises or recorded by the Device or Client's or Bell's equipment; (ii) damages arising out of Client's acts, default, neglect or omission in the use or Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 BELL_LEGAL.#363882-v2.PmvinciaL eo<p:lrate_accoun'-agreemant _-_ ETF _Final.DOC Clarinylanfinal operation of the Device or equipment Bell has provided to Client; and (iii) any act, omission or negligence of other companies or telecommunications systems when facilities of such other companies or telecommunications systems are used in establishing connections to or from Client's facilities and Device and equipment. 22. Notices. Bell may use e-mail, text messages, telemarketing, phone, bill messages, direct mail, voice mail or any other method which provides reasonable notice to Client, to send Client notices and changes under this Agreement and to inform Client about products and services from Bell and the Bell Companies that Bell thinks will interestClient. Client agrees to give Bell prom pt notice of any change of name, address, email address or telephone number. All client service requests should be directed to the Client Service Department at the telephone numbers or addresses listed in Section 9 of this Agreement. All notices of legal proceedings or legal demand letters must be provided to Bell Mobility, Law Dept., 5099 Creekbank Road, Mississauga, Ontario, L4W 5N2. 23. Force Majeure. If there is a default or delay in a party's performance of its obligations under this Agreement (except for the obligation to pay Fees), and the default or delay is caused by circumstances beyond the reasonable control of that party including fire, flood, earthquake, elements of nature, pandemics, acts of God, explosion, power failure, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then that party shall not be liable for that default or delay, and shall be excused from further performance of the affected obligations on a day-by-day basis, if that party uses commercially reasonable efforts to expeditiously remove the causes of such default or delay in its performance. 24. General. The Client acknowledges that there are no other terms and conditions to this Agreement or subject matter contained herein, except as expressly contained or referenced herein. This Agreement constitutes the entire agreement and understanding betv.Jeen Bell and the Client with respect to the subject matter contained herein. All prior or contemporaneous written or oral agreements, representations, warranties, statements or understandings by and bet\"leen the parties, whether express or implied, with respect to the subject matter contained herein, are superseded by the terms hereof. This Agreement may not be modified by any sales representative, agent or Bell employee, or through course of dealing or othelWise. Any modification to this Agreement shall be in writing and agreed by the parties except as set out herein. If any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of this Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision and the rights and obligations of the parties will be construed and enforced accordingly. Failure of a party to insist upon strict adherence to any term hereunder on any occasion or for any period of time, or the waiver of a breach of this Agreement in any instance or for any period of time, shall not deprive the party of the right thereafter to insist on strict adherence to that term or any other term hereunder or be construed as a waiver of any subsequent breach, whether or not similar, or Page 9 of 10 I 'l)'" I as an implied term of the Agreement. The parties agree that this Agreement shall be written in the English language. Les parties aux presentes conviennent a ce que ce document soit redige dans la langue anglaise. 25. Assignment. Neither party may assign all or part of this Agreement without the prior written consent of the other party, not to be unreasonably withheld. However, without the other party's consent, a party may assign all or part of this Agreement to an entity as part of a transaction by which all or a substantial part of the assigning party's business is assigned to, or otherwise forms all or part of the business of, such entity (including a present or future affiliate), whether by way of amalgamation, arrangement, transfer, sale or otherwise, provided such entity agrees to be bound by this Agreement and assumes the assigned obligations. The assignor party shall be released from all of its obligations under this Agreement that arise on or after the effective date of such assignment. Notwithstanding the foregoing, an assignment by Client shall be contingent upon Bell determining the Client's assignee to be creditworthy and in compliance with any eligibility criteria for the Services. Bell may also assign any receivable that arises under this Agreement, any right to receive payment related to that receivable and any interest in that receivable or right to receive paym ent. 26. Governing Law. Bell is a federally-regulated undertaking and as such, this Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by applicable federal laws and regulations of Canada, and only those provincial laws and regulations applicable to it in the province in which the address Client provided in this Agreement is located (or the Province of Ontario if the address is outside of Canada). These terms and conditions are subject to amendment, modification or termination if required by such laws or regulations. Bell Mobility MGS Corporate Account Agreement February 2008 Version 1 Page 10 of 10 BELL_LEGAL4l363882-v2-ProvinciaUXlrporate_llooounCagreement_-_ETF _Final, DOC Claringlonfinal ;~"