3688 Schedule A - Bell Mobility Inc. AgreementBell BELL MOBILITY CORPORATE ACCOUNT AGREEMENT
Name of Client:
Address for Billing and Notice:
Contact Name:
Contact Email Address:
Initial Term of Agreement
("Initial Tenm"):
Tillsonburg,Town of
200 Broadway Tilsonburg Ontario N4G 5AB
David Samis Tel: 519-688-3009
dsamis@tillsonburg.ca
Starts: Ends:
For good and valuable consideration the Client and Belt Mobility Inc. ("Belt") 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: NorthernTel Limited Partnership ("NorthernTel") and Telebec Limited Partnership ("Telebec")
with respect to Devices activated in their respective territories. The Rate Plan(s) and other services used or requested by the Cleint
do not include any services procured from either MTS Mobility Inc. rMTS"), Saskatchewan Telecommunications Holding
Corporation ("SaskTel"). "Bell Mobility" and "Bell" as used In this Agreement include MTS, SaskTel, Northern Tel 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. "Client" 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).
OtherNise 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 speclal 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
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 three years of the date it was first activated, or before the end date of the
current term commitment under any User's Individual written service agreement if any, whichever is earlier, the Client must pay an
early termination fee (the "Early termination Fee" or "ETF") calculated as follows:
Maximum ETFs:
Maximum ETF for Device provided at pricing based on committed term of 36 months= $250.00
Maximum ETF for Device provided at pricing based ori committed term of 24 months = $300.00
Maximum ETF for Device provided at pricing based on committed term of 12 months= $350.00
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
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 colleclively referred to as the "Term". After the Initial Tenn 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 will continue to provide ahd 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 Services as set out in Section 20 of Schedule A, and the terms of this Agreement will otherwise continue to
apply during such time with respect to such Services and Devices.
Bell Mobility Corporate Account Agnaement
MGS 04 2010
Page1 of 12
4. Rate Plan(s). During the Term Bell will mal<e 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 days from date of first bill cycle after Effective Date
Ball Mobility Corporate Account Agreement
MGS 04 2010
Page 2 of 12
$28.80.
$60.00
Bell Mobility Corporal• Account Agraomont
MGS 04 2010
0%
0%
$28.80 $32.40
$60.00 N/A
0% $32.40 $8/MB $6/MB
N/A N/A N/A $6/MB
Pago 3 of 12
Other Features and Serv1ce Basic Rate NotesfCond1tions Fees
Customer will contact Cltent Care teams to restore seiVice when a
Rate Varies from unit is suspended.
Temporary Suspension time to time Please contact Client Care for details on the suspension amount as Options Available (starting@ Price Plan and Feature monthly recurring charges on most plans $15.00 and up) are billable in order to avoid ETF charges.
Hardware Upgrade Fee/
Hardware Change Processing . $35.00 Reduced to $10.00 .
fee
Deactivation Notice Policy 30 days End of Bill in Cycle
Hardware Upgrade Eligibility 12 months Period
USA Digital Roaming Rates-Voice only -see data section for applicable USA roaming rates (all Airtime $0.99/minute roaming rates are subject to change)
USA Digital Roaming Long $0. 75/minute Voice Only see data section for application USA roaming rates (all
Distance Rate roaming rates are subject to chance\
All text messages received in Canada will be charged 15¢ per message, unless the
client subscribes to a text messaging rate plan or bundle. International text messages
sent from Canada (excluding U.S.) will be charged 25¢ per message for all clients.
Premium Text Messaging Subscribers, who have a text bundle present on profile, will also have unlimited received
messages (while in Canada)· The only chargeable received messages are text alert$
and dial-up messages at 15¢ each or they will be deducted from a Text Messaging
bundle. Text messages to which client subscribes/opt in, such as premium text
messaging seiVices, are charged separately, depending on the seiVlOO. International
text mess~g_es are not included in the Text MessaoinQ bundles.
Individual liability Pricing Offer
0 Check, if applicable.
• Individual liability accounts are primarily used for business purposes and can be individually or corporately expensed
based on the client's request.
Individual liability accounts are usually identified for contractual employees having their invoice partially or totally paid by
the company they work for through an expense account.
• The invoices are sent to the employee's personal address and is responsible and accountable for own bill as a
representative of the employer.
• Employee# format required (eg. #of characters and or# of letters and sequence); employee# to be provided at time of
activation.
Ont Gov lndv Plan 250
Dnt Gov lndv Plan 450 450
Beff Mobility Corporate Account Agreement
MGS 04 2010
$0.10¢-per second billing
· Page4of12
System Access Fee
911 Service
One-time Activation Fee
Bell Mobility Corporate Aocount Agreement
MGS 04 2010
$8.95
$0.75
$35.00
Included N/A
Included N/A
Included 100%
Page 5 of 12
*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 qualifie<;i to, aild 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. There is no e-911 charge
associated with Devices activated by Bell Mobility Inc. in Newfoundland. Other SAF and e-911 fees are as follows: ·
For Devices acllvated by: MTS-SAF is $6.95 and e-911 Is $.75; Sasktel-SAF is $6.25 and e-911 is $.49; 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 limited to,
monthly access, local airtime, system access, data support charges, e-g11 Services, 411 services, vo!cemail, 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, appllcatlons, 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-
connectlon. 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 ANO 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 pian fee.
Bell Mobility Corporate Account Agreement
MGS 04 2010
Page 6 of 12
6. Minimum number of Devices: ll!lllllllllllll
7. Number of days from Effective Date for Activation of minimum number of Devices: DlllliiiQ!90/120)
8. Invoicing: Check below, as applicable. If checked, Client shall identify which Users are to be included on the "CORP" invoice .
D CORP Client will receive one monthly invoice for all Users (or identified Users, as applicable) addressed to the
address and contact set out above.
D INDV Invoices will be sent to each User at the address and contact name provided by each User.
9. To Contact Bell:
Additional contact information rna be Included on invoice.
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 severalllablllty 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.
Bell Mobility Inc. Name of Authorized Sales Agent Client Name:
(Dealer) (If applicable)
Authorized Signature Authorized Signature of Dealer
Name ll!lill
Tltle llllll
Date Signed By Customer 1M
This Agreement is binding only once signed by
Bell Mobility Corporate Account Agreement
MGS 04 2010
~~~
D O f'\. "'-0-u l '-.s. ~ "-
CL-<..!L
Page 7 of 12
SCHEDULE A· GENERAL TERMS AND CONDITIONS
1. Services. Services are available in Bell's and its
roaming partners' coverage areas on compatible devices
where technology permits. To maintain or improve the
Servlces, 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 an 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 otherwise 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 ail Fees and taxes invoiced to the User
directly and other obligations in this Agreement, individually
and to-gether. If any User signs an individual service
agreement for the Device and the Services, this Agreement
shall 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.
3. Protection of Client's Privacy. All information that
Bell keeps about the Client is 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
creditworthiness 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 lf it appears there is imminent danger
lo 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 to\1.free number; electronic confirmation via the
Internet; oral consent, where an audio recording of the
consent is retained by Bell; or consent through other
Bell Mobility Corporate Account Agreement
09 2008
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
Code 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/privacy.
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 Bell Companies
better identify Client's communication and entertainment
needs, and to provide Client with relevant lnformallon,
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, a"nd disclosing Client's Bell credit history to other
credit grantors and credit reporting agencies, and (il) 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 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 takeri 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 network 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.
Paga 8 of 12
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 •57 before Client dials the desired phone number. If
Client chooses to permanently block the display, Client can
unblock the display by dialling •a2 before dialling the desired
phone number.
8. Transferring Number to Bell: if Client requests to
trar:lsfer 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
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 lhe 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 Polley. 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.
From time to time Bell may make available special offers to
upgrade Devices. Such offers may be changed, cancelled
or withdrawn at any time without notice.
Bell Mobility Corporate Account Agreement
09 2008
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
GI)ARANTEE 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
witho-ut 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 amou-nts 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 llmll. 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. Securlty deposits. Should Client's 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,
Client's security deposit will be, at Bell's option, either (a)
returned to Client, or (b) applied to Client's account, in eilher
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
Page 9 of 12
'
full of amounts, whether billed or not, that are Inconsistent
with Client's 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 Client's 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 lntemet, any networK or computer devices,
transmission of a virus or other harmful component,
defamation, intellectual property infringement, or
interference with other clients' 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 multl·medla 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 Be\1 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. L1censes. Client grants Belt and Bell's suppliers a
world-wide, royalty-free, unrestricted license to use, copy,
Bell Mobility Corporate Account Agreement
09 2008
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 conlent 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 enBbling or activating any aspect of the Services,
including SppUcations, 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,
Client must pay the ES:rly Termination Fee if Bel\ 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 90 days
of purchase is a breach of the Agreement for which the Early
Termination Fee is payable, calculated from the end of the
90-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 tennination 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 tennlnation of this
Agreement. Client must contact Client's financial inslilution
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, DR 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, WSS OF
BUSINESS OPPORTUNITIES, OR ANY OTHER LOSS,
HOWEVER CAUSED, ARISING DIRECTLY DR
INDIRECTLY FROM USE OF THE SERVICES OR
THE DEVICE;
(Ill) ANY CONTENT TRANSMITIED ON OR RECORDED
BY BELL'S FACILITIES, INCLUDING CONTENT THAT
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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, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE PROVISION OF SERVICES
(INCLUDING LOST i>ROFITS, 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
THIRO 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 DR 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 TOTAL
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.
Bell Mobifity Corporate Account Agreement
09 2008
The following applies when Bell 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 limlled 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; (11) damages arising out of Client's acts, default,
neglect or omission in the use or 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·mall, text messages,
telemarketing, phone, bill messages, direct mail, voice mail
or any other method which provides reason·able 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 interest
Client. Client agrees to give Bell prompt 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 g 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 a·n 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 n·o
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 between 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 between 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
Page 11 of12
employee, or through course of dealing or otherwise. 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
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 r~dige dans Ia 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
otherNise, 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. Ball
may also assign any receivable that arises under this
Agreement, any right to receive payment related to lhat
receivable and any interest in that receivable or right to
receive payment.
26. Governing Law. Bell is a federally·regulated
undertaking and as such, this Agreement, including all
matters relating to its valldlty, construction, perfonnance and
enforcement, shall be governed by applicable federal laws
and regulations of Canada, and only those provincial laws
and regulations applicable to it ln the province in wh!ch the
address Client provided in thls Agreement is located (or the
Province of Ontario if the address ls outside of Canada).
These terms and conditions are subject to amendment,
modification or termination if required by such laws or
regulation
Ball Mobility Corporate Account Agreement
09 2008
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