Effective Date: October 13, 2026
Company: 17013639 Canada Inc. (Phonetico)
This Master Services Agreement ("Agreement") governs the provision of telecommunications and related services by 17013639 Canada Inc., operating as Phonetico ("Phonetico"), to the business customer identified on an applicable Order ("Customer").
"Services" means the services, software, applications and equipment Phonetico provides, which may include VoIP, SIP trunking, hosted PBX, telephone numbers, number porting, messaging, call management and call recording features, emergency calling, and related services. "Order" means any order form, quotation, service plan, invoice, service agreement or account configuration. "User" means anyone who uses the Services through Customer's account, including employees, contractors, guests and Downstream Customers (defined in section 20).
If documents conflict, the following order of precedence applies: (a) any amendment signed by both parties; (b) the Order; (c) any written service level agreement ("SLA") or schedule; (d) this Agreement; and (e) Phonetico policies referenced in this Agreement. The Services are intended for business use, and Customer confirms it is acquiring them for business purposes.
Services are provided on a commercially reasonable, best-effort basis. Phonetico may modify, upgrade, replace, suspend or discontinue Services where reasonably required for technical, operational, legal, regulatory, security, carrier or business reasons. Where a change materially and adversely affects Customer's Services, Phonetico will give notice where reasonably practicable.
Customer acknowledges that the Services depend on third parties, including telecommunications carriers, internet service providers, numbering authorities, infrastructure and data-centre providers, software providers and emergency service providers. Phonetico may use, and may change, any of these providers where reasonably necessary, and Customer will comply with carrier policies and requirements communicated by Phonetico.
Phonetico is not responsible for failures or degradation caused by internet or ISP outages, carrier failures, routing problems, DNS failures, power outages, congestion, regulatory restrictions, third-party software or infrastructure, Customer's network, firewall configuration or equipment, or other circumstances outside Phonetico's reasonable control.
Customer will provide accurate, complete and current information when establishing and maintaining its account, including legal and operating name, addresses, contact and authorized-representative details, telephone numbers, email addresses, payment information, expected use of the Services, and any other information reasonably required for provisioning, fraud prevention, regulatory compliance, billing or administration. Customer will promptly update this information when it changes.
Phonetico may verify this information and request additional documentation before activating or continuing Services, and may refuse, restrict, delay or suspend activation where information cannot reasonably be verified or where activation presents an unacceptable fraud, regulatory, credit, security or network risk.
Customer may use the Services only for lawful purposes and in accordance with this Agreement, applicable law, carrier requirements and telecommunications rules. Customer must not use the Services, or permit them to be used, for:
Customer is responsible for ensuring that all Users comply with this Agreement.
Customer is solely responsible for the content, recipients and legal compliance of the messages it sends and the calls it places. Without limiting section 5, Customer will:
Phonetico may filter, block, throttle or reject messages or calls that it reasonably believes violate law, this Agreement or carrier rules. Customer is responsible for any fines, penalties, surcharges or carrier charges that result from Customer's or its Users' traffic, and Phonetico may pass them through to Customer where they are reasonably attributable to that traffic, with supporting documentation on request.
Phonetico makes call recording available as a tool. Customer is solely responsible for deciding whether, when and how to record calls; for giving all notices and obtaining all consents required by law from every party to a recorded call; and for the lawful use, storage, retention and disclosure of recordings. Phonetico does not monitor or review recordings except as needed to provide support at Customer's request, to investigate suspected abuse, or as required by law.
Phonetico may delete recordings after the retention period applicable to Customer's plan, and Customer is responsible for downloading and preserving any recordings it needs. Phonetico is not liable for Customer's unlawful recording of communications.
Phonetico may use automated and manual fraud-prevention, security, traffic-management and abuse-detection systems, and may monitor traffic and account activity for fraud prevention, network security, billing, regulatory and carrier compliance, service quality, abuse prevention, investigation of complaints, and protection of Phonetico and its customers.
Phonetico may establish reasonable limits on calling, messaging, traffic volume, destinations, spending and concurrency; may require approval for certain destinations or Services; may apply different restrictions to new, unverified, high-risk or monitored accounts; and may change these controls from time to time as required by Phonetico or its telecommunications partners.
Where Phonetico reasonably suspects fraud, abuse, unlawful activity, unauthorized use, unusual traffic, or network, regulatory or payment risk, it may, without prior notice, restrict calling, destinations or features, limit traffic, require additional verification, a deposit or prepayment, place an account under review, block telephone numbers, or take other reasonable protective measures, including suspension or termination under sections 18 and 19. Phonetico is not required to disclose its detection methods, thresholds or internal security procedures.
Customer is responsible for protecting its account and administrative credentials and SIP credentials; securing its PBX systems and networks; configuring firewalls appropriately; controlling access by employees and Users; preventing unauthorized access; and notifying Phonetico immediately, and in any event within twenty-four (24) hours of discovery, of any suspected unauthorized access, compromised credentials or unusual traffic.
Customer is responsible for all activity and charges occurring through its account, including activity resulting from compromised credentials, PBX systems or equipment under Customer's control, except to the extent caused by Phonetico's failure to exercise reasonable care. After Customer notifies Phonetico of suspected unauthorized access, Phonetico will use commercially reasonable efforts to restrict the affected account or credentials promptly. Customer remains responsible for charges incurred before the restriction takes effect. Phonetico may make usage alerts, spending limits and destination restrictions available, and Customer is encouraged to enable them.
Customer is responsible for its internet connection, LAN, Wi-Fi, routers, switches, firewalls, PBX equipment, computers, phones, ATA devices and other equipment not expressly supplied and supported by Phonetico. Phonetico is not responsible for problems caused by inadequate bandwidth, packet loss, jitter, latency, local congestion, incorrect firewall settings, defective or incompatible equipment, ISP problems, or Customer configuration.
Equipment sold. Title to purchased equipment passes to Customer on payment in full, and risk of loss passes on delivery. Purchased equipment is covered only by the manufacturer's warranty, which Phonetico will pass through to Customer where permitted. Phonetico does not otherwise warrant equipment, including its compatibility with Customer's environment.
Equipment rented. Rented equipment remains Phonetico's property. Customer will keep it in good condition, will not modify, sublease, sell or encumber it, and will return it at Customer's cost within thirty (30) days after the rental or the Services end. Phonetico may charge replacement cost and continued rental fees for equipment that is lost, damaged beyond normal wear, or not returned. Phonetico will provide return instructions on request, and replacement cost is Phonetico's then-current price for equivalent equipment.
Software. Where Phonetico provides software or applications, it grants Customer a limited, non-exclusive, non-transferable, revocable licence during the term to use them for Customer's internal business purposes in connection with the Services. Customer will not copy, modify, reverse engineer or resell the software. Phonetico and its licensors retain all intellectual property rights.
Phonetico does not guarantee uninterrupted or error-free operation. Interruptions may result from maintenance, emergency maintenance, carrier or ISP failures, congestion, power or equipment failures, third-party failures, security incidents, regulatory requirements, force majeure events, or Customer equipment or network problems.
Phonetico may target availability levels, but unless a written SLA expressly provides otherwise, a target is not a guarantee and creates no service-credit obligation. Where a written SLA does provide service credits, those credits are Customer's exclusive remedy for the qualifying interruption, and must be claimed within the period the SLA requires, failing which they expire.
Customer acknowledges that VoIP 9-1-1 differs from traditional wireline 9-1-1. Where Phonetico provides local VoIP services, 9-1-1 is provided through Phonetico's third-party emergency service provider and depends on that provider's capabilities. Phonetico will identify in the Order or on its website the Services and number types that support 9-1-1, which may not be available for others. Nothing in this section excludes or limits any mandatory emergency-calling obligation that applies to Phonetico under applicable law or regulation, and where such an obligation applies, it prevails over any inconsistent term of this Agreement.
13.1 Location. Customer must provide and maintain an accurate service address for each telephone number and update it whenever the location of the service changes. If a User calls 9-1-1 from a location different from the registered address, emergency responders may receive incorrect location information or be unable to determine the caller's location.
13.2 Internet and power. 9-1-1 may not function during internet, power or network outages; equipment failures; service suspension or termination; congestion; or other interruptions affecting the VoIP service. Customer should maintain an alternative method of contacting emergency services.
13.3 Outside Canada. 9-1-1 calling through Phonetico's Canadian service may not function when the service is used outside Canada.
13.4 Calling the emergency operator. A User placing a 9-1-1 call must be prepared to immediately provide their name, telephone number, current location, the location of the emergency, and any other information the operator requests, and must not disconnect until the operator instructs.
13.5 Customer responsibility. Customer must inform all employees, Users, guests and other potential users, including Downstream Customers, of these limitations, and consents to them as a condition of activating the Services.
13.6 Limitation of liability. To the maximum extent permitted by law, Phonetico, its underlying carriers and its service providers are not liable for the failure, delay, misrouting, interruption or inability to access emergency services resulting from the limitations in this section or from circumstances outside Phonetico's reasonable control. This section does not limit liability that cannot lawfully be limited, as described in section 25.
The Services are not intended to be the sole means of communication for life-safety, emergency-only or mission-critical applications unless expressly agreed in writing. Customer is responsible for maintaining appropriate backup communication methods.
Numbers. Telephone numbers are assigned for Customer's use with the Services. Customer does not acquire ownership of a number merely because it is assigned. Number availability is subject to numbering authorities, carrier availability, regulatory requirements and Phonetico's policies, and Phonetico may change or replace a number where reasonably required for regulatory, carrier, technical or operational reasons.
Porting in. Customer authorizes Phonetico to submit porting requests on its behalf, will provide accurate porting information, and will cooperate with reasonable verification requirements. Porting depends on third-party carriers and may be delayed or rejected. Phonetico is not responsible for rejection or delay resulting from inaccurate, incomplete, outdated or inconsistent information supplied by Customer. Customer should not cancel its existing service until the port has completed, unless Phonetico instructs otherwise.
Porting out. Customer may request to port numbers assigned to it away from Phonetico, and Phonetico will process the request in accordance with applicable porting requirements. Where the law permits, Phonetico may temporarily hold or delay the release of numbers while undisputed amounts owing are overdue. Customer remains responsible for all amounts owing regardless of any port-out. Phonetico may charge a port-out fee only if one is stated in the Order or its pricing.
Customer will pay all fees associated with the Services. Unless otherwise stated in writing:
Customer authorizes Phonetico to charge the pre-authorized debit account or credit card on file for recurring fees, usage, taxes and other amounts owing, and to retry failed payments. Customer will keep its payment information current. Any separate pre-authorized debit authorization signed by Customer forms part of this Agreement. Failed payments, returned debits and chargebacks may result in an administrative fee, suspension, or both, as stated in Phonetico's pricing or Order.
Customer is also responsible for usage charges, messaging charges, international charges, directory charges, regulatory fees, emergency service fees, carrier charges and other charges associated with the Services. Phonetico may require a deposit or prepayment, may charge a reinstatement fee after suspension, and may recover reasonable collection costs, in each case where stated in the Order or its pricing, or to the extent permitted by law. Phonetico may adjust its prices on thirty (30) days' notice (section 29), except that prices in a fixed-term Order do not change during the term other than for taxes and regulatory or carrier pass-through charges. Phonetico will make the fees that may apply available in the Order or its published pricing before Customer accepts.
Customer remains responsible for legitimate usage charges incurred before suspension or termination.
Customer must dispute an invoice in writing, with reasons, within thirty (30) days of the invoice date. Customer must pay the undisputed portion on time. Invoices not disputed within that period are deemed accepted, except for billing errors that Phonetico agrees to correct.
Suspension or termination does not eliminate charges incurred before it. Where Customer or its Users generate legitimate telecommunications traffic, Customer remains responsible for the applicable charges, and responsibility for activity from compromised credentials or equipment is allocated by section 9. Where fraudulent or unauthorized activity is suspected, Phonetico may place charges or usage under review while it investigates. Phonetico may, at its discretion, pass through to Customer any carrier credit it actually receives for fraudulent traffic. Phonetico will investigate disputed or suspected unauthorized usage in good faith, will not unreasonably pursue collection of the amount genuinely in dispute while the investigation is under way, and will tell Customer the outcome. Phonetico will promptly correct and credit any billing error it confirms. Nothing in this section requires Phonetico to provide Services while an account is under investigation.
Phonetico may suspend, restrict or terminate Services where reasonably necessary because of non-payment; suspected fraud, abuse or unlawful activity; violation of this Agreement; security concerns or network protection; carrier or regulatory requirements; unauthorized access; excessive or unusual traffic; risk to other customers, to Phonetico's finances or reputation; or circumstances outside Phonetico's reasonable control.
Phonetico will act reasonably and in proportion to the risk. Where legally permitted, it need not give advance notice, but where practicable it will notify Customer promptly and briefly explain the reason. Phonetico will restore suspended Services within a reasonable time after the cause is resolved to its satisfaction, and may charge a reinstatement fee where section 16 allows.
Services are provided month-to-month unless an Order specifies a fixed term. Either party may terminate month-to-month Services by written notice effective at the end of the billing period in which the notice is received. Recurring fees for the billing period are not prorated or refunded. If an Order specifies a fixed term, early termination by Customer (other than for Phonetico's uncured material breach) is subject to the early-termination fee stated in the Order or, if none is stated, the remaining recurring fees for the fixed term, which the parties agree is a reasonable estimate of Phonetico's loss.
Phonetico may terminate Services immediately where Customer materially breaches this Agreement; engages in suspected fraud, abuse or unlawful use; creates a material network or security risk; fails to pay amounts owing; provides materially inaccurate information; or creates unacceptable regulatory, carrier, financial or reputational risk.
On termination: (a) all amounts owing become due, and termination does not eliminate amounts already owing; (b) Customer will return rented equipment under section 11; (c) Customer may port out its numbers under section 15, and Phonetico may release or reclaim numbers not ported out after a reasonable holding period, where the law permits; and (d) Phonetico may delete Customer's data after a reasonable period, subject to the records it must or may retain under section 22, and on Customer's written request will confirm in writing that Customer's data has been deleted, except for retained records.
Customer may resell or provide the Services to its own customers ("Downstream Customers") only as permitted by its
Order and on these conditions. Customer:
Phonetico may suspend or restrict Services to the extent necessary to address a Downstream Customer's violation of this Agreement.
Phonetico may collect, use, store and disclose personal information as reasonably necessary to provide the Services, process payments, administer accounts, provide 9-1-1 services, port telephone numbers, prevent fraud, investigate abuse, comply with legal and regulatory requirements, respond to lawful requests, communicate with Customer, and operate and improve the Services. Phonetico will handle personal information in accordance with applicable privacy laws and its Privacy Policy, which sets out how to make privacy requests and how to contact Phonetico's privacy officer.
Phonetico currently stores Customer's account information, call records, recordings and backups on servers located in Canada. If that changes, Phonetico will update its Privacy Policy. Phonetico may share information with carriers and service providers as needed to provide the Services, such as for 9-1-1 and number porting. Phonetico will notify Customer of a confidentiality incident affecting Customer's personal information as required by applicable law. Phonetico protects personal information with reasonable security safeguards, and its service providers may process it only on Phonetico's behalf for the purposes of the Services. The categories of personal information collected and the retention periods are described in the Privacy Policy.
Customer is responsible for ensuring that it has the authority and consents required by law to provide personal information about its Users to Phonetico.
Phonetico may retain operational and telecommunications records as reasonably necessary for billing, customer support, fraud prevention, network security, regulatory compliance, dispute resolution, carrier requirements, legal obligations and legitimate business purposes. These may include call detail records, account information, provisioning records and network and technical information. Phonetico may disclose information where required or permitted by applicable law.
Each party will protect the other's confidential, non-public information with at least reasonable care, will use it only to perform or receive the Services, and will disclose it only to personnel and advisers who need to know and who are bound to confidentiality. On termination, a party will return or destroy the other's confidential information on request, subject to retention required by law or by section 22. These obligations continue for two (2) years after termination, and for trade secrets as long as they remain trade secrets.
Confidential information does not include information that is publicly available, was already lawfully known, is independently developed, or is lawfully obtained from a third party without restriction. A party may disclose confidential information where required by law, regulation, court order or lawful government request. Sections 21 and 22 govern personal information and call records.
Except where expressly provided in writing, the Services are provided "as is" and "as available." To the maximum extent permitted by law, Phonetico disclaims warranties of merchantability, fitness for a particular purpose, uninterrupted availability, error-free operation, suitability for a particular application, and compatibility with Customer's equipment. Nothing in this Agreement excludes warranties or rights that cannot legally be excluded.
To the maximum extent permitted by applicable law, Phonetico will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including lost revenue, profits, business, data or anticipated savings, missed calls or messages, business interruption or service downtime.
Phonetico's total aggregate liability arising out of or relating to the Services will not exceed the total amount paid by Customer to Phonetico for the Services to which the claim relates during the three (3) months immediately preceding the event giving rise to the first claim. If a claim is not attributable to a specific Service, the amount used is that paid for all Services during that period. Service credits issued count toward the cap. These limits apply to all claims in aggregate, whatever the legal basis (contract, extra-contractual liability or otherwise), do not limit Customer's obligation to pay fees or its obligations under section 26, and may also be relied on by Phonetico's carriers, providers, affiliates and personnel.
Nothing in this Agreement limits or excludes liability for intentional fault or gross fault (including gross negligence), for bodily or moral injury, or to the extent a limitation is otherwise prohibited by applicable law.
Customer will defend, indemnify and hold harmless Phonetico, its affiliates, officers, directors, employees, agents, contractors, carriers and service providers from third-party claims, and resulting losses, damages, liabilities, penalties, costs and reasonable legal expenses, arising from: Customer's or its Users' use of the Services; Customer's breach of this Agreement or of applicable law; fraud, abuse or misuse of telecommunications services; Customer's messages, calls, recordings and content, including consents; unauthorized use of Customer's account; and claims by Downstream Customers or relating to Customer's products, services, employees or agents.
Customer is not required to indemnify to the extent a claim is caused by Phonetico's fault. The indemnified party will give prompt notice of the claim, allow Customer to control its defence and settlement (provided no settlement imposes liability on the indemnified party without its consent, and the indemnified party may take part in the defence with its own counsel at its own expense), and reasonably cooperate at Customer's expense.
Phonetico will not be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, power failures, internet, carrier or telecommunications outages, cyberattacks, government action, regulatory requirements, labour disputes, infrastructure failures, war, civil unrest, or other force majeure events.
Unless expressly stated otherwise in writing, fees are non-refundable. Service credits, if applicable, are governed by the applicable Order or SLA (section 12). Phonetico may issue credits at its discretion where appropriate.
Phonetico may update this Agreement and its pricing from time to time. Updated terms may be posted on its website or provided to Customer electronically, and will take effect at least thirty (30) days after notice, except that changes may take effect sooner where required by law, regulation, carrier requirements or security, or where they only correct errors or clarify wording without materially reducing Customer's rights.
If a change materially and adversely affects Customer, Customer may terminate the affected Services without penalty by written notice before the change takes effect. Otherwise, continued use of the Services after the effective date constitutes acceptance. Phonetico will keep a record of the version, date and method of each notice, and may require Customer's affirmative acceptance (for example, a click-through) of changes that materially reduce its rights.
Phonetico may give notice by email, customer portal, account notification, postal mail or other reasonable electronic means. Notices sent by email or portal are deemed received within twenty-four (24) hours of sending, including notices of changes, suspension and termination. Customer is responsible for maintaining a current email address and contact information. Notices to Phonetico must be sent to the contact address stated on its website or invoices.
This Agreement is governed by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict-of-law principles. Before starting proceedings, a party will give written notice of the dispute and the parties will try in good faith to resolve it within thirty (30) days, except for urgent injunctive relief or the collection of amounts owing. Subject to any mandatory rights under applicable law, the courts of the judicial district of Quebec in which Phonetico's head office is located have exclusive jurisdiction.
This Agreement is available in English and French. Customer confirms that the French version was made available to it before it accepted this Agreement and that it expressly chose to be bound by the version in which it accepted. If the versions differ, the version Customer accepted prevails.
Customer accepts this Agreement by signing an agreement; accepting an Order; completing an online signup; activating Services; using the Services; or continuing to use the Services after receiving notice of this Agreement or an updated version.
Customer acknowledges that:
Express 9-1-1 acknowledgement. By signing, checking the acknowledgement box, or activating applicable Phonetico VoIP Services, Customer expressly acknowledges that it has read, understood and accepted the limitations of VoIP 9-1-1 service described in section 13, agrees to maintain accurate emergency location information, and agrees to inform all Users of those limitations.
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