This Business and Wholesale Services Agreement (this "Agreement") is entered into by and between The Internet Centre Canada Inc., an Alberta corporation ("The Internet Centre", "we", "us" or "our") and the business, enterprise or wholesale customer identified in an Order Form or service schedule ("you" or the "Customer"). It governs the telecommunications and related services we provide to you (the "Services").
This Agreement applies to Customers other than residential customers and Small Business Customers. A "Small Business Customer" means a customer whose average monthly bill for telecommunications services with us is two thousand five hundred dollars ($2,500 CAD) or less, consistent with the definition used by the Commission for Complaints for Telecom-television Services (CCTS). Residential customers and Small Business Customers are governed by our Service Agreement and the applicable CRTC consumer protections, and are not subject to the committed term or early termination charges in this Agreement.
Our Service Agreement, Terms of Use and Privacy Policy are incorporated into this Agreement by reference. Where a term of this Agreement conflicts with those documents, this Agreement prevails for the Services it governs.
Each Service has the Committed Term set out in its Order Form (for example 12, 24 or 36 months), beginning on the activation date of that Service. Unless the Order Form states otherwise, at the end of the Committed Term each Service automatically renews for successive terms of twelve (12) months, at our then-current rates, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
You agree to pay all charges for the Services as set out in the applicable Order Form and our then-current rates. Charges are billed monthly in advance unless otherwise stated, and usage and one-time charges are billed as incurred. Prices are in Canadian dollars (CAD) and applicable taxes, including GST, are added. Invoices are payable by the due date shown; overdue amounts are subject to a late payment charge of 2% per month (26.82% per year) calculated from the due date. We may change rates for a Service on renewal, and may pass through increases in Third-Party Access Costs on thirty (30) days notice.
Installation. Installation and provisioning of a Service at your premises may be subject to a one-time installation charge, set out in the Order Form. Installation charges are for work performed and are payable whether or not you later cancel the Service.
Equipment. Equipment we sell to you is payable in full and title passes on payment. Equipment we provide on a rental or loan basis remains our property, and you agree to return it in good condition (reasonable wear excepted) within thirty (30) days of the end of the Service, failing which you agree to pay its fair replacement value. Where we have waived or discounted installation or equipment charges as part of a Committed Term offer, the unrecovered amount forms part of the early termination charge in section 6.
If you terminate a Service for convenience before the end of its Committed Term, or if we terminate a Service for your uncured material breach (including non-payment), you agree to pay us, as a genuine pre-estimate of our loss and not as a penalty, an early termination charge equal to the sum of:
The early termination charge is due on your final invoice. This section does not apply to residential customers or Small Business Customers.
A request to cancel or not renew a Service must be made in writing by an authorized representative of the Customer, to billing@incentre.com or as otherwise specified in the Order Form. We will cancel the Service on the date requested, subject to any notice period and to the early termination charge in section 6 where applicable.
We may suspend or restrict a Service, without liability, if an invoice is past due or if you breach this Agreement, after giving any notice required by law. Suspension does not relieve you of your payment obligations, and reactivation may be subject to a reasonable reconnection charge.
Service levels, support response targets and any service credits are as set out in the applicable Order Form or a separate service level schedule. In the absence of a specific service level schedule, Services are provided on a commercially reasonable efforts basis, as described in our Service Agreement.
Each party may receive confidential information of the other in connection with the Services. Each party agrees to use the other's confidential information only to perform this Agreement and to protect it with reasonable care, except where disclosure is required by law or regulatory authority.
If you have a concern about a Service, please contact us first at support@incentre.com or 780-450-6787. If we are unable to resolve your complaint to your satisfaction, small business customers may be able to escalate it to the Commission for Complaints for Telecom-television Services (CCTS), an independent agency that resolves complaints from consumers and small business customers about their telecom and TV services, free of charge. You can reach the CCTS at www.ccts-cprst.ca or 1-888-221-1687. Our full complaint-handling process is published at incentre.net/complaints-the-ccts.
The disclaimers, limitation of liability and indemnity in our Service Agreement apply to this Agreement and the Services, and are incorporated by reference.
You may not assign this Agreement or any Service without our prior written consent. We may assign this Agreement to an affiliate or in connection with a sale or reorganization of our business. This Agreement enures to the benefit of and binds the parties and their permitted successors and assigns.
This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of the Province of Alberta.
This Agreement, together with the documents it incorporates by reference and each accepted Order Form, is the entire agreement between the parties regarding the Services it governs, and supersedes prior understandings on that subject. Except for rate changes and pass-through cost changes made under section 4, changes to this Agreement must be in writing and agreed by both parties.
If you have any questions about this Agreement, please contact us: