Terms of Use
Agreement Terms:
ThinkTel Communications Ltd. and the Associated Companies shall provide services (the "Service") for the party whose name appears on this page (the "Subscriber" and/or "Customer") in accordance with the terms and conditions contained in this Agreement including, without limitation, the additional terms and conditions attached hereto as Schedule A.
A ThinkTel Communications and Associated Companies Service Agreement must be completed for each of the Customer's users at the time of, or prior to, activation of such user on the Service under this Agreement. The Customer acknowledges and agrees that the Service Agreement shall also apply to and govern the provision of Service under this Agreement. In the event of any inconsistency between the Service Agreement and this Agreement, the provisions of this Agreement shall prevail.
The Customer consents to the obtaining and exchange of such information that ThinkTel Communications and/or the
Associated Companies may require from time to time, including the verification of the information provided herein and the credit worthiness of the Customer. The Customer covenants that the Service is for its or its affiliates' own use and will not be resold to or shared with any other person.
The pricing shall be effective the first available billing cycle following the signing of this Agreement.
SCHEDULE A – ADDITIONAL TERMS AND CONDITIONS
1. CUSTOMER OBLIGATIONS
The Customer shall:
(a) abide by all rules and regulations governing the use of the Service issued or adopted by ThinkTel Communications or the Associated Companies from time to time; and
(b) not use, nor permit any end user to use, the Service for any purpose contrary to law, for annoying any person or in such manner as to interfere unreasonably with the use of the Service by other Customers.
2. CHARGES
The Customer shall pay all applicable charges in respect of the Service without set-off including, without limitation, the following:
(a) ThinkTel Communications or Associated Companies charges for the use of the Service including but not limited to fixed monthly access charges, usage charges, long distance charges, and
(b) applicable federal, provincial, local and other taxes which may be levied upon the Service provided or the charges payable hereunder.
Invoices will be rendered monthly and payment shall be made in full by the Customer within thirty (30) days of the date of the invoice. Charges based upon actual use of the Service shall be invoiced in the month following the month in which the charges were incurred. Accounts past due will be subject to then current late payment charges which shall be due and payable upon receipt of an invoice therefor.
ThinkTel reserves the right to correct any errors in billing for a period of up to 6 months, and apply the appropriate charges retroactively.
3. DEFAULT
Upon the occurrence of any one or more of the following events:
(a) the Customer fails to make any payments due hereunder, as invoiced, or the Customer fails to make any payment for service rendered by ThinkTel Communications or any of the Associated Companies;
(b) the Customer fails to perform or observe any covenant, condition or agreement to be performed or observed by it hereunder or in any other agreement with ThinkTel Communications or any of the Associated Companies relating to the Service; or
(c) the Customer uses, or permits an end user to use, the Service in a manner that adversely affects the provision by ThinkTel Communications or the Associated Companies of the Service to another Customer in any way whatsoever,
ThinkTel Communications shall have the right to immediately terminate this Agreement without prior notice, retain all payments made hereunder, deny the Customer any Service and impose a separate charge for disconnect and a separate charge for reconnect expenses. Each and all of the rights and remedies of ThinkTel Communications hereunder are cumulative to, and not in lieu of, other rights and remedies afforded by law and equity.
4. DISCLAIMER OF WARRANTIES
ThinkTel Communications makes no representation or warranty that the Service will be uninterrupted, timely, secure or error-free. ThinkTel Communications disclaims all warranties of any kind, whether express, implied or statutory, in respect of the Service including any warranty of merchantability, fitness for a particular purpose, or availability or reliability of the Service.
5. LIMITATION OF LIABILITY
ThinkTel Communications does not guarantee uninterrupted, timely, secure or error-free functioning of the Service. ThinkTel Communications shall have no liability to the Customer, any end user or any other person for damages resulting from (a) the use or the inability to use the Service, (b) errors or defects in transmission, (c) failure or defects in equipment, or (d) from any other cause whatsoever including the failure to transmit a message.
ThinkTel Communication’s total cumulative liability, if any, to the Customer, any end user or any third party for damages arising out of or in connection with this Agreement or the Service shall be limited to the lesser of (a) the actual direct damages suffered by the Customer, and (b) the charges paid by the Customer during the previous calendar month. The Customer hereby releases ThinkTel Communications from any and all obligations, liabilities and claims in excess of this limitation.
Except for physical injuries, death or damage to property caused by the negligence of ThinkTel Communications, ThinkTel Communications will not be liable for, and the Customer hereby waives the right to claim, any indirect, special, incidental, or consequential damages (including lost profits) directly or indirectly relating to or arising out of this Agreement or the Service, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and whether or not such damages were foreseen or unforeseen, even if ThinkTel Communications has been advised of the possibility thereof. This Section 5 shall apply even in the event of a breach of condition, a breach of an essential or fundamental term or a fundamental breach of this Agreement.
6. COMPLETE AGREEMENT
The Customer acknowledges that there are no other terms and conditions to this Agreement, except as expressly contained or incorporated by reference herein. This Agreement constitutes the entire agreement and understanding between ThinkTel Communications and the Customer with respect to the subject matter contained herein. All prior or contemporaneous written or oral agreements, representations, warranties, statements or understandings by and between the parties, whether expressed 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 ThinkTel employee.
7. ASSIGNMENT
Neither this Agreement nor any rights hereunder may be assigned by the Customer without the prior written consent of ThinkTel Communications.
8. SEVERABILITY
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 to this Agreement will be construed and enforced accordingly.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.
